TORONTO, Nov. 28, 2018 – In relation to the news releases Dated November 26, 2018 and November 28, 2018 issued by Nerds On Site Inc. (the “Company”) (CSE:NERD) regarding the initial public offering of the common shares (“Common Shares”) of the Company, the Company, in coordination with Nerds On Site Holdings Ltd. (“NOS Holdings”) is issuing this news release under the early warning provisions of the Canadian securities legislation.
NOS Holdings, a holding company incorporated in Ontario, whose head office is located at 131 Wharncliffe Road South London, ON, N6J 2K4, announces that it holds an aggregate of 39,000,000 Common Shares, representing approximately 52.7% of the Common Shares on an undiluted basis, and 37.9% of the Common Shares on a fully diluted basis. The Common Shares were acquired by NOS Holdings prior to the IPO and it holds no other convertible securities.
The Common Shares held by NOS Holdings are subject to an escrow agreement (the “Escrow Agreement”) in accordance with National Policy 46-201 — Escrow for Initial Public Offerings. Upon release of the Securities from escrow pursuant to the terms of the Escrow Agreement, NOS Holdings may dispose of the Common Shares in accordance with applicable securities laws. NOS Holdings may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of its Common Shares in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Common Shares, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, including compliance with applicable securities laws. A copy of the early warning report to be filed by NOS Holdings will be available on SEDAR under the Company’s profile, or from Charlie Regan, Chief Executive Officer of HOS Holdings, who can be reached by email at [email protected], or by phone at (519) 944-2441.
For further information: please visit investors.nerdsonsite.com, call 1-877-778-2335, or email [email protected].
Or contact:
Eugene Konarev
Director, Nerds On Site Inc
Ph: 416.562.6030
Forward-Looking Statements – Certain information set forth in this material may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, NOS Holdings potential dealings with its Common Shares. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “predicts”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information.
These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.