CALGARY, ALBERTA--(Marketwired - Dec 7, 2016) - Jay Richardson, Chief Executive Officer and Chairman of Walmer Capital Corp. (NEX:WAL.H) (the "Company" or "Walmer"), a capital pool company, is pleased to announce that they have completed the first tranche of its previously announced non-brokered private placement financing (the "Financing"). Pursuant to the Financing, Walmer issued 10,250,000 subscription receipts (the "Subscription Receipts") at a price of $0.05 per Subscription Receipt for gross proceeds of $512,500. Each Subscription Receipt entitles the holder thereof, upon conversion in accordance with the provisions of the subscription receipt, to acquire one unit (a "Unit") of the Company for no additional consideration. The conversion of the Subscription Receipts into Units is conditional upon the satisfaction of various conditions including the satisfaction of conditions necessary for the completion of the Qualifying Transaction of the Company. Each Unit will be comprised of one common share of the Company (each, a "Share") and one half of one common share purchase warrant (each whole a "Warrant") which is exercisable into one Share of the Company at a price of $0.10 for a period of 18 months from closing.
All securities issued in connection with the Financing are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. A portion of the Financing constitutes a "related party transaction" under Multilateral Instrument 61-101 ("MI 61-101") as all the directors of the Company participated in the Financing, purchasing 800,000 Subscription Receipts. The Financing is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Financing as the details of the participation of the related parties of the Company had not been confirmed at that time.
First Republic Capital Corporation ("First Republic") acted as the lead finder for the Financing. A cash fee was paid to finders representing 8% of the gross proceeds raised in the Financing. Additionally, finders received that number of compensation options ("Compensation Options") totaling 8% of the number of Subscription Receipts sold pursuant to the Financing. The Compensation Options are exercisable at a price of C$0.05 per Unit for a period of 18 months after the closing of the Financing. First Republic was paid a corporate finance fee representing 2% of the gross proceeds raised in the Financing and that number of Compensation Options equaling 2% of the number of Subscription Receipts sold in the Financing.