VOTI Detection Closes First Tranche of Private Placement

MONTREAL, April 14, 2020 /CNW Telbec/ – VOTI Detection Inc. (“VOTI” or the “Company“) (TSXV: VOTI), a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology, today announced that it has completed a $2.5M tranche of a non-brokered private placement by issuing 2,500 convertible debenture units (the “Units“) at $1,000 each for aggregate gross proceeds of $2,500,000.

Each Unit consists of one senior unsecured convertible debenture in the principal amount of $1,000 (a “Debenture“) and 600 common share purchase warrants (each, a “Warrant“). The Debentures have a maturity date of 24 months from the closing date (the “Maturity Date“) and bear interest at 10.0% per annum, payable semi-annually in arrears on June 30th and December 31st of each year.  At the option of the Corporation, the interest may be paid in cash or in common shares of the Corporation (the “Common Shares“). Subject to the approval of the TSX Venture Exchange (the “Exchange“),  the number of Common Shares issued in payment of interest will be based upon the five-day volume-weighted average trading price of the Common Shares on the Exchange immediately preceding the date of payment.

The Debentures are convertible at the option of the holder into Common Shares at a conversion price (the “Conversion Price“) of $0.80 per Common Share at any time prior to the close of business on the last day immediately preceding the Maturity Date. If at any time prior to the Maturity Date, the daily volume-weighted average trading price of the Common Shares on the Exchange is equal to or greater than $1.45 for any 20 consecutive trading days, the Corporation may, at its sole option, force the conversion of the principal amount of the Debentures into Common Shares at the Conversion Price provided the Corporation gives a 30 days’ notice of such conversion to the holders.

Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share“) at an exercise price of $0.85 until April 13, 2022 (the “Expiry Date“).  If, at any time between August 15, 2020 and the Expiry Date, the daily volume-weighted average trading price of the Common Shares on the Exchange is equal to or greater than $1.65 for 20 consecutive trading days, the Corporation will be entitled to deliver a notice to the holders of the Warrants accelerating the Expiry Date of the Warrants to the date that is 30 days following the date of such notice.

The Debentures, the Warrants and the Warrant Shares issued under this first tranche are subject to a four month hold period.

The Corporation will use the proceeds raised from the issue of the Units for working capital and general corporate purposes.

The Corporation also announces that the Board of Directors has today granted a total of 220,000 Restricted Share Units to the senior executive officers of the Corporation under its Restricted Share Unit Plan.

About VOTI Detection
VOTI Detection, headquartered in Montreal, Quebec, and listed on the TSX Venture Exchange, is a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology. VOTI’s technology produces remarkably sharp and more revealing X-ray images that are competitively superior while delivering enhanced threat detection capabilities and an improved user experience. Since its inception, VOTI has installed scanners in more than 50 countries and has consulted heavily with government agencies and security specialists worldwide to develop feature-rich and easy-to-use scanners that meet the sophisticated needs of modern security screening operations.  www.votidetection.com

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding VOTI Detection and its business. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of VOTI Detection, and are based on assumptions and subject to risks and uncertainties. Although the management of VOTI Detection believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the threat detection technology industry, failure to obtain regulatory approvals, economic factors, management’s ability to manage and to operate the business of VOTI Detection, the equity markets generally and risks associated with growth and competition. Although VOTI Detection 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 to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and VOTI Detection does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE VOTI Detection Inc.