TORONTO, ONTARIO--(Marketwired - March 1, 2017) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWS WIRE SERVICES
Crosswinds Holdings Inc. (TSX:CWI) ("Crosswinds" or the "Company") is pleased to announce that it has successfully completed its previously announced rights offering which expired on February 28, 2017 (the "Rights Offering"), raising total aggregate gross proceeds of $4,880,115.
Crosswinds issued 3,904,092 common shares of the Company ("Common Shares") under the Rights Offering at a price of $1.25 per Common Share.
To the knowledge of the Company, 1,839,372 Common Shares were issued to persons who were insiders before the Rights Offering under the basic subscription privilege. Also to the knowledge of the Company, 907,370 Common Shares were issued to all other persons under the basic subscription privilege and 1,157,350 Common Shares were issued to all such other persons under the additional subscription privilege.
The Company's largest shareholder, CDJ Global Catalyst LLC, an entity controlled by Colin King, the CEO of Crosswinds, has advised that upon completion of the Rights Offering, it exercises control or direction over managed accounts representing an aggregate of approximately 52.3% of the issued and outstanding Common Shares of Crosswinds. To the knowledge of the Company, no person became an insider as a result of the Rights Offering.
Crosswinds' CEO, Colin King, commented, "We are pleased with the result of the Rights Offering which achieved the articulated dual objectives for the Rights Offering: raising funds and enhancing liquidity by increasing shareholder distribution, all while minimizing dilution to existing shareholders."
On completion of the Rights Offering, the total number of issued and outstanding shares of the Company is now 9,208,099. Other than a fee of $25,000 paid to Hybrid Financial to provide marketing and distribution support in connection with the Rights Offering, the Company did not pay any fees or commissions in connection with the distribution of securities in the Rights Offering.
Crosswinds intends to use the available funds from the Rights Offering for general working capital purposes, to fund Crosswinds' reinsurance subsidiary, Crosswinds Re, and to explore InsurTech opportunities, however there may be circumstances where a reallocation of the available funds may be necessary. Crosswinds will reallocate funds only for sound business reasons, all as described in the rights offering circular filed on SEDAR at www.sedar.com.
Crosswinds Holdings Inc.
Crosswinds is a publicly traded private equity firm and asset manager targeting strategic and opportunistic investments in the financial services sector with a particular focus on the insurance industry.
The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state of the "United States" (as defined in Regulation S under the U.S. Securities Act). This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities within the United States, and securities may not be offered or sold in or into the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or pursuant to an exemption from such registration requirements as described in the Rights offering circular. "United States" and "U.S. persons" are as defined in Regulation S under the 1933 Act.
Caution Regarding Forward-Looking Information
This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors in the Company's most recent Annual Information Form, in the Management's Discussion and Analysis and in our other filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, interest rates, tax related matters, loss of personnel, reliance on key personnel, ability of the Company to generate positive future returns for investors, ability of the Company to execute its strategies from time to time; and the receipt of any regulatory approvals or consents required from time to time.