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Eight Solutions Announces Closing of Private Placement of Convertible Debentures with an Industry Partner

Tickers: XTSX:ES
Tags: Blockchain, Technology



VANCOUVER BC, / TheNewswire / August 20, 2018 -- Eight Solutions Inc. (TSXV:ES) ("Eight Solutions" or the "Company"), a technology company offering Artificial Intelligence (AI) for everyone, has closed a non-brokered private placement of convertible debentures of the Company in the principal amount of $1,000,000 with BID Group Technologies Ltd. ("BID Group").

The BID Group family of companies is one of the largest integrated suppliers to the wood processing industry. Through this investment in Eight Solutions and the development of its Cumul8 predictive analytics and Industrial Internet of Things (IIoT) platform, BID Group continues to lead the digital transformation of the forestry sector. "Our investment in Eight Solutions shows our commitment to expanding the use of artificial intelligence to improve outcomes and increase returns on capital investment in our industry," said Alistair Cook, President and CEO of BID Group. "The Cumul8 platform will help our customers predict and address production or asset health issues before a potential downtime event. This is a transformative solution for the forestry industry."

Proceeds of the private placement are intended to be used for working capital purposes. According to Rory Armes, CEO of Eight Solutions, "We are pleased about the ongoing support from BID Group. Their investment allows us to continue evolving our platform, including the AI engine and proprietary machine learning algorithms driving Cumul8's predictive analytics, the self-serve tools enabling users to easily create their own data models; the numerous data visualization capabilities, and more."

The debentures will mature on the date that is one year from the date of issuance, subject to the right of BID Group to extend the maturity date by one year. The debentures will bear interest at the rate of 6% per annum, calculated annually, and payable monthly with the first month commencing as of the date of closing. BID Group may convert at any time, all or a portion of the principal into common shares the Company at a price of $0.15 per Share.

BID Group currently owns 2,421,591 common shares of Eight Solutions, representing approximately 3.6% of the outstanding common shares of the Company. Pursuant to the initial investment of the principal and assuming the immediate conversion of the debentures into 6,666,667 common shares, BID Group would hold 9,088,258 common shares, representing 10.90% of the then outstanding common shares on a fully diluted basis.

Depending on market and other conditions, BID Group may from time to time in the future increase or decrease its ownership, control, or direction over the common shares or other securities of the Company, through market acquisitions, private agreements, public offerings, or otherwise. However, BID Group has no pre-determined intention with respect to any of the foregoing, other than as described herein. A copy of BID Group's related early warning report will be filed with the applicable securities commissions and will be made available on SEDAR at www.sedar.com.

Any securities issued under the debenture financing will be subject to a statutory hold period of four months and one day from the date of issuance.

The Company also announces the closing of a concurrent non-brokered private placement offering of 2,050,000 units (each a "Unit") at a price of $0.10 per Unit for total gross proceeds of $205,000 (the "Offering").

Each Unit is comprised of one common share in the capital of the Company (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Share (each, a "Warrant Share") at a price of $0.20 per Warrant Share for a period of 24 months following the closing date. The Warrants are subject to an acceleration clause wherein, in the event the Company's Shares trade at a price greater than $1.00 per Share for a period of at least 30 consecutive trading days, the Company may accelerate the expiry date of the Warrants with reasonable written notice.

All securities issued under the Offering are subject to a 4 month hold period expiring on December 21, 2018. Net proceeds are intended to be used for working capital purposes, including software development, marketing, corporate development and general corporate purposes within the Company. No finders fees were paid in connection with the Offering.

About BID Group

The BID Group family of companies has over 35 years of experience in providing industry leading solutions for its highly valued customers. Powered by Comact, PHL, McGehee, Deltech, Miller, Moco, Vibra-Pro, and BID Group Construction, the companies provide innovative, efficient and reliable equipment to exceed customer expectations. The ability to provide a turnkey solution that includes engineering, project management, installation, start-up, and after sales service furthers the BID Group companies' strategic value to its customers. The companies have offices in fifteen locations across continental North America. Learn more about BID Group on www.bidgroup.ca.

About Eight Solutions

Eight Solutions is a technology company offering Artificial Intelligence (AI) for everyone. With a focus on AI, data analytics, and data distribution, Eight Solutions brings together highly visual and user-centric solutions designed and developed by a team of media and entertainment industry veterans with a combined 60+ years of experience working on the world's most successful films and video games. The Eight Solutions product portfolio includes Cumul8, an Industrial Internet of Things (IIoT) and predictive analytics platform providing real-time and predictive insights that help businesses harness and realize operational value from their data; and Jetstream, a secure high-speed file transfer application enabling users to focus on their own work product rather than how it is delivered. For more information, visit www.eightsolutions.com.

On Behalf of the Board of Directors

(signed) "Rory Armes"
Rory Armes
Chief Executive Officer and Director

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.

Forward Looking Statements

Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" occur. In particular, forward-looking statements in this press release include, but are not limited to, statements respecting the use of proceeds and the terms and closing of the transaction. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable; there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, risks with respect to: closing the definitive agreements respecting the transaction, obtaining all regulatory and third party consents, obtaining the requisite shareholder approvals for the transaction, our ability to hire and retain qualified employees and key management personnel; possibility that government policies or laws may change; amount and timing of operating costs and capital expenditures; the success of certain business combinations engaged in by the Company or by its competitors; possible disruptive effects of organizational or personnel changes; technological change, new products and standards; risks related to acquisitions and international expansion; reliance on large customers; reliance on a limited number of suppliers; risks related to the Company's competition; the Company's failure to adequately protect its intellectual property; interruption or failure of information technology systems; the risk that the transaction may not be completed as planned, or at all; and business, legal and/or regulatory risks relating to the Company's business, financings and strategic acquisitions. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

This news release does not constitute an offer for sale or the solicitation of an offer to buy any securities in the United States. The securities referenced herein have not been registered under the United States Act of 1933, as amended, and such securities may not be offered or sold within the United States absent such registration or an applicable exemption from such registration requirements.

For more Information, please contact:

Eight Solutions
investor.relations@eightsolutions.com
Suite 100, 138 East 7th Avenue
Vancouver, British Columbia, V5T 1M6
Phone: (604) 669-8885
Fax: (604) 669-8855

BID Group Technologies Ltd.

Suite 101 - 1323 5th Avenue

Prince George, British Columbia V2L 3L6

Phone: (250) 561-0140

Fax: (250) 649-1880

Copyright (c) 2018 TheNewswire - All rights reserved.

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