Vancouver, Canada – September 21, 2015 – Elissa Resources Ltd. (TSXV: ELI; Frankfurt: E3O; “Elissa”) and Spectrum Optix Inc. of Calgary, Canada (“Spectrum” and together with Elissa, the “Companies”) reports that Elissa’s non-brokered private placement (the “Placement”) closed today approximately 85% above its original funding target.
The Placement consisted of an aggregate 12,507,801 Units generating gross proceeds of CDN $1,500,936 (increased from 6,670,000 Units and CDN $800,400 respectively as previously stated in our July 23, 2015 joint Elissa / Spectrum News Release)
Paul McKenzie, CEO of Elissa Resources stated today that:
“Both companies are very appreciative of the significant level of interest shown by Elissa’s existing shareholders and the substantial support shown by Elissa’s new shareholders. We are now appropriately funded to advance Spectrum Optix into its planned prototype development stages and beyond.”
Net proceeds from the Placement will be used by Elissa primarily to continue funding the operations of Spectrum Optix Inc. as per Elissa’s options to acquire, in the aggregate, 100% of the Calgary-based technology firm. Additionally, placement proceeds will be used to support final stages of Elissa’s change of business from a Mining Issuer to a Technology Issuer on the TSX Venture Exchange (the “Change of Business”) and for general working capital.
Upon completion of the Change of Business, Elissa intends to change its name to Nexoptic Technology Corp. or such other name as the Elissa board of directors may determine. Elissa recently launched the temporary website www.nexoptic.com in advance of its forthcoming full website that will reflect its new business.
Spectrum Optix Inc. is developing technologies relating to imagery and light concentration applications. Utilizing its core technology, the company aims to disrupt conventional lens and image capture-based systems, which may include telescopes, cameras, and mobile devices among others, by creating a compact lens system.
Computer optical simulations, utilizing state of the art design software, indicated that Spectrum’s core lens technology, which contains flat panels, can retain images. Furthermore, the sequential analysis and preliminary imaging analysis conducted using the software demonstrated the potential capability of Spectrum’s core lens technology to help enable a compact lens stack. In light of its recent simulations and modelling progress, Spectrum is pursuing the targeted development of its first lens system for imaging.
The Companies will announce, via joint news releases, progress updates in the coming weeks on the initial stages of Spectrum’s prototype development.
Finder’s fees of 8% cash and 8% broker warrants were paid on some portions of the Placement to Canaccord Genuity Group Inc., Haywood Securities Inc., Wolverton Securities Ltd and Mackie
Research Capital Corp. The aggregate finder’s fees paid in association with the Placement were CDN $55,693 cash plus 464,640 broker warrants having the same terms as those issued in the Placement as noted below.
The Placement Units were priced at CDN $0.12, and comprised one common share in the capital of Elissa (the “Elissa Shares”) and one common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one additional Elissa Share at an exercise price of CDN $0.20 for a period of two years from the date of issuance of the Units. If, during this two year period and after the expiry of the 4 month hold period on the Elissa Shares and the Warrants, the closing price of the Elissa Shares is at least CDN $0.40 for a period of 10 consecutive trading days, Elissa may, at its option, accelerate the expiry date of the Warrants by issuing a news release and giving written notice thereof all holders of Warrants, and, in such case, the Warrants will expire on the earlier of: (i) the 30th day after the date on which the news release is disseminated by Elissa; and (ii) the original expiry date.
Elissa also reports that it is granting 2.62 million stock options to various, directors, officers and consultants at an exercise price of $0.15 per share and a term of 5 years.
Securities issued in connection with the Placement are subject to a statutory four-month hold from the date of issuance.
Elissa’s Change of Business is subject to regulatory and shareholder approvals and shares in the Company are expected to remain halted pending receipt by the TSX Venture Exchange of required documentation.
On behalf of the Boards of Directors
Elissa Resources Ltd.
Paul McKenzie, President & CEO
Spectrum Optix Inc.
John Daugela, President & CEO
Forward Looking Statements
This press release contains certain forward-looking statements that reflect the current views and/or expectations of the Company or Companies with respect to, among other things: expectations concerning the exercise of the options under the Investment Agreement, completion of the COB and the Private Placement, the use of proceeds of the Private Placement, the potential applications of Spectrum’s technologies, the timing and expenditures required to develop such technologies, including development of Spectrum’s first prototype vertical, the successful development of such technologies, the ability of the Companies to procure patent or other intellectual property protection for its technologies and to license or enforce such patents, if any. The reader is cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors which are difficult to predict and that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Companies operate and are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including, among others, that: they may not have access to financing on acceptable terms or at all in order to exercise the options under the Investment Agreement; the Companies may not receive all necessary regulatory approvals; the funding contemplated by the LOI may not be sufficient to substantially develop Spectrum’s technologies or to fund the patent process in any or all jurisdictions of interest; Spectrum may fail to complete its first prototype vertical when expected or at all; the conditions to the options under the Investment Agreement may not be otherwise satisfied or the Companies may not complete all other necessary documentation; the patent application and approval process is lengthy and its outcome cannot be predicted in advance such that the filing of patent applications may not result in Spectrum being granted any patents when expected or at all; some aspects of Spectrum’s technology may not be eligible for patent protection or patent applications may not be filed or prosecuted; patent protection is limited to only the legal jurisdictions in which patent applications are filed and successfully prosecuted to issuance; third parties may seek to challenge any patents Spectrum or the Companies receive or they may have difficulty licensing or enforcing intellectual property rights; and other risks inherent with the patent process, transactions of this type and development of new technologies or the business of Spectrum and/or Elissa. Such forward-looking statements should therefore be construed in light of such factors. Other than in accordance with its legal or regulatory obligations, the Companies are not under any obligation and the Companies expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Completion of the COB is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The COB cannot close until the required Shareholder approval is obtained. There can be no assurance that the COB will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the COB, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Elissa should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to the Company in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.