December 6, 2018 – Kelowna, B.C., Canada – Hilltop Cybersecurity Inc, (“Hilltop” or the “Company”)
(CSE: CYBX) (OTC: BGGWF), is pleased to announce that it has closed the first tranche of its previously
announced non-brokered private placement (the “Placement“) (see the Company’s news release
dated November 15, 2018) of units of the Company (“Units“). Each Unit consists of one common share
of the Company (each a “Common Share“) and one common share purchase warrant (each, a
“Warrant“), with each Warrant entitling the holder thereof to purchase one Common Share at an
exercise price of $0.14 per Common Share for a period of three (3) years from its date of issuance.
Aggregate gross proceeds of $442,342, were raised through the issuance of 4,423,420 Units pursuant to
The Units (and secu
rities underlying the Units) issued under the Placement will be subject to a fourmonth
and one day hold period from the date of closing.
An insider participated in the Placement acquiring a total of 629,820 Units on the same basis as other
subscribers. The participation in the Placement by insiders of the Company constitutes a “related party
transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the
formal valuation and minority approval requirements under MI 61-101. The Company relied on Section
5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI
61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair
market value of the transaction insofar as the transaction involved interested parties did not exceed 25%
of the Company’s market capitalization.
The Company also announces that it has settled debts totaling $17,028 via the issuance issue a total of
170,280 Units at a price of $0.10 per share. No insider participated in this settlement and the issued
shares will be subject to a hold period of four months and one day from the date of closing.
For further information, please contact:
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
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.
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.
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
circumstancesmay 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 theCompany.
Statements about the Placement, the business, operations and financial performance and condition of the
Company, 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. Forwardlooking
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 counterparties 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 orrevise 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.