October 5, 2018 – Kelowna, B.C., Canada – Hilltop Cybersecurity Inc, (“Hilltop” or the “Company”) (CSE:
CYBX) (OTC: BGGWF), is pleased to announce that it intends to complete a non-brokered private
placement (the “Private Placement”) of up to 27,777,778 units (the “Units”) at a price of $0.18 per Unit
for aggregate gross proceeds of up to $5,000,000, with a twenty percent (20%) option to increase the
Private Placement to up to $6,000,000.
Each Unit will consist of one common share of the Company (a “Share”) and one common share purchase
warrant (a “Warrant”). Each full Warrant will entitle the holder to purchase one additional Share (a
“Warrant Share”) at a price of $0.25 per Warrant Share for a period of two (2) years from the date of
issuance. The Warrants will be subject to an acceleration clause whereby if the Shares trade equal to or
greater than $0.50 for a period of ten (10) consecutive trading days, then the Company may, at its
discretion, give notice to the holders of the Warrants that the expiry time of the Warrants has been
accelerated and the Warrants will expire on a date that is not less than fifteen (15) days after notice is
The Company may also pay finders’ fees in connection with the Private Placement in accordance with
the policies of the Canadian Securities Exchange and applicable securities legislation.
For further information, please contact:
About Hilltop Cybersecurity
Hilltop Cybersecurity (CSE:CYBX) (OTC:BGGWF) is a cybersecurity and cryptocurrency security specialist.
The Company has developed a unique, patented, cybersecurity platform, designed to protect businesses
from external and internal cyber attack, and has also patented its biometric security solution for cryptocurrencies.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities described herein in the United States. The securities described herein have not been registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state
securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation
CSE SYMBOL: CYBX
OTC SYMBOL: BGGWF
Suite 700 – 1620 Dickson Ave
Kelowna, BC V1Y 9Y2
S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration requirements is available.
Certain statements included in this news release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management or the negative thereof or similar variations. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. Events or circumstances may cause actual results to differ materially from
those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company.
Statements about the Private Placement, and the parties’ ability to satisfy any and all other closing conditions, are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions,
risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of the Company. 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 Company operates, including that: general business and economic conditions will not change in a material adverse manner; and financing will be available if and when needed on reasonable terms. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the failure
of counter parties to perform their contractual obligations, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the proposed transaction will occur or that, if the transaction does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements. The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.