RSS Resaas Services Inc

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VANCOUVER, BC, Oct. 17, 2023 /CNW/ - RESAAS Services Inc. (TSXV: RSS) (OTCQB: RSASF) ("RESAAS" or the "Company") is pleased to announce that it has closed its oversubscribed non-brokered private placement (the "Offering"), previously announced on October 12, 2023, by issuing 4,150,000 units of the Company (the "Units") at a price of $0.32 per Unit for aggregate gross proceeds to the Company of $1,328,000.

The Company intends to use the net proceeds of the Offering for expansion, strengthening of the Company's balance sheet, and general working capital purposes.

Each Unit consists of one common share of the Company (each, a "Common Share") and one half of one Common Share purchase warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of $0.60 per Warrant Share until October 17, 2024.

Certain insiders of the Company (collectively, the "Interested Parties") subscribed for an aggregate of 1,375,000 Units under the Offering. The Interested Parties are each considered a "related party" of RESAAS within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the sale of such Units to the Interested Parties constitutes a "related party transaction" within the meaning of MI 61-101 and Policy 5.9 by the TSX Venture Exchange (the "TSX-V").

Prior to the closing of the Offering, the Interested Parties collectively held and controlled approximately 19.20% of the issued and outstanding Common Shares (on a non-diluted basis). Immediately following the closing of the Offering, the Interested Parties collectively held and controlled approximately 19.92% of the issued and outstanding Common Shares (on a non-diluted basis). The "related party" portion of the Offering was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the "related party" portion of the Offering, nor the fair market value of the consideration of the "related party" portion of the Offering, exceeded 25% of the Company's market capitalization. The Company did not file a material change report disclosing the "related party transaction" more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each Interested Party was not settled until shortly prior to the closing of the Offering.  

All securities issued under the Offering will be subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws, and securities issued to certain Interested Parties will be subject to a concurrent four-month hold under the policies of the TSX-V. The Offering remains subject to the receipt of all necessary regulatory approvals, including the final approval of the TSX-V.  

In connection with the Offering, the Company paid Haywood Securities Inc. and Canaccord Genuity Corp. (each, a "Finder") an aggregate cash finder's fee of $29,050, equal to 5% of the gross proceeds raised by each Finder.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for the account of benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. 

RESAAS is an award-winning global technology platform for the real estate industry. With over 600,000 real estate agents utilizing RESAAS in 160 countries, RESAAS enables real-time industry communication, delivers new business opportunities and captures unique real estate data. Some of real estate's biggest brands leverage RESAAS to provide business intelligence to real estate brokerages, franchises and associations. For more information, please visit https://www.resaas.com.

The TSX-V has neither approved nor disapproved the contents of this news release. Neither the TSX-V nor its Regulation Services Provider (as that term defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of the phrase "forward-looking information" in the Canadian Securities Administrators' National Instrument 51-102 – Continuous Disclosure Obligations ("forward-looking statements"). Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "planned", "expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar expressions, or describes a "goal", or variations of such words and phrases or state that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements in this news release include, but are not limited to: the Company's intentions regarding its objectives, goals or future plans, including expansion and future capital requirements; the intended use of the net proceeds of the Offering; and the receipt of all regulatory and stock exchange approvals.

Forward-looking statements is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date such statements are made including, among others, assumptions about: currency exchange rates and interest rates; favourable operating conditions; political stability; obtaining necessary approvals and financing on time; labour stability; and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of RESAAS and there is no assurance they will prove to be correct. Such forward-looking statements involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements, including, risks related to: RESAAS's ability to implement its business objectives; general economic conditions; loss of markets; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; competition; currency and interest rate fluctuations; and other risks. Although RESAAS has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. RESAAS disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.

SOURCE RESAAS SERVICES INC.