Stockwatch

Three Sixty Solar Ltd
Symbol	VSOL
Shares Issued	40,113,313
Close 2023-05-19	C$ 0.58
Market Cap	C$ 23,265,722
Recent Sedar+ Documents

Three Sixty Solar amends private placement again

2023-05-19 17:33 ET - News Release

Chatterton Subject: Three Sixty Solar (NEO:VSOL) News Word Document File: '\\swfile\EmailIn\20230519 140336 Attachment #41397394v1_LEGAL_ - Three Sixty - Press Release - LIFE Offering Second Amendment - May 2023.DOCX' - 2 - Three Sixty Solar Ltd. Three Sixty Announces Second Amendment to Non-Brokered Private Placement Terms NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES For Immediate Release May 19, 2023 VANCOUVER, BRITISH COLUMBIA - Three Sixty Solar Ltd. (formerly Liberty One Lithium Corp.) (the "Company") (VSOL: NEO) announces that it is amending the terms of its non-brokered private placement (the "Offering") announced in its news release on May 12, 2023, as amended May 15, 2023. The amended Offering will be for a minimum of 1,666,666 and a maximum of 2,336,098 units of the Company ("Units") at a price of $0.60 per Unit, for aggregate gross proceeds of a minimum of $1,000,000 up to a maximum of $1,401,658. Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional share (a "Warrant Share") at a price of $0.75 per Warrant Share for a period of 24 months from the closing date of the Offering. In connection with the Offering, the Company may pay certain finders a cash commission equal to 7% of the aggregate gross proceeds raised from those purchasers introduced by such finder. The Company may also issue that number of broker warrants equal to up to 7% of the number of Units issued under the Offering. The broker warrants will be exercisable for one Share at the price of $0.60 for a period of 24 months. The Company intends to use the proceeds raised from the Offering for the procurement of sale of first commercial tower, vertical solar tower IP registration, research and development on second generation tower, business development and marketing, and general corporate purposes. The Offering may close in tranches. The Offering is expected to close on or before May 26, 2023, or such earlier or later date that the Company may determine. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the NEO Exchange. The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There will be an offering document related to the Offering that will be available under the Company's profile at www.sedar.com and at https://threesixtysolar.com/. Prospective investors should read this offering document before making an investment decision. In conjunction with the Offering, the Company is undertaking a non-brokered private placement of up to 1,666,666 units, such units to be issued with substantially the same terms as the Units, for gross proceeds of up to approximately $1 million (the "Concurrent Private Placement"). The Company will pay finder's fees of up to 7% on the proceeds from the Concurrent Private Placement and issue that number of broker warrants (exercisable for a Share at the price of $0.60 for a period of 24 months) equal up to 7% of the number of units issued under the Concurrent Private Placement. Units issued under the Concurrent Private Placement will be subject to a four month and one day hold period. The securities issued pursuant to the Offering and the Concurrent Private Placement have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. About Three Sixty Solar Ltd. Three Sixty Solar Ltd. is an all-Canadian enterprise which focuses on solar equipment supply to the global market. The company's premier product line is the patent pending SVS series commercial solar tower. According to Statistics MRC, the solar farm sector is set to grow to around $296 billion by 2028. Three Sixty Solar's unique tower concept is a high density, clean energy solution that uses up to 90% less land space than conventional solar farms and can co-locate adjacent to homes, retail, agriculture, and industry, thus minimizing line loss and maximizing energy delivery in places where renewables have been difficult to install until now. In multi-tower applications, developers can utilize the spaces between towers to better leverage land assets through additional revenue generating activities. Designed to withstand major instances of extreme weather, Three Sixty Solar offers a clean energy solution with minimal environmental and habitat impact. Sign up to stay informed with news alerts from Three Sixty. On behalf of the Board of Directors, Three Sixty Solar Ltd. "Brian Roth" Brian Roth Chief Executive Officer and Director Forward-Looking Information Disclaimer 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. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Any statements about the Company's business plans and use of proceeds, the Company's ability to receive necessary regulatory and stock exchange approvals in connection therewith and the terms associated therewith. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals. Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counterparties to perform their contractual obligations, litigation, 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. 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 listing of the common shares of the Company upon completion of the Offering will occur. 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. Neither the NEO Exchange nor its Market Regulator (as that term is defined in policies of NEO Exchange) accepts responsibility for the adequacy or accuracy of this news release.