Braingrid Announces Closing of First Tranche of Pre-RTO Private Placement

TORONTO, Oct. 11, 2018 /PRNewswire/ - Braingrid Corporation ("Braingrid") is pleased to announce that it has closed the first tranche of its private placement (the "Offering") of 837,500 units of Braingrid ("Units") at a price of $0.80 per Unit for aggregate proceeds of $670,000.

Each Unit is comprised of one common share of Braingrid (a "Common Share") and one Common Share purchase warrant (a "Warrant").  Each Warrant entitles the holder thereof to acquire one Common Share at a price of $1.00 per share for a period of 24 months from the closing of the Offering.

Braingrid expects to use the net proceeds from the Offering to enhance its proprietary technology, sales and marketing efforts and for general working capital and expenses related to the transaction with Match Capital Resources Corporation that was announced on June 6, 2018 (the "RTO").  Braingrid has received conditional approval of the RTO and expects to close the RTO by the end of October 2018.

Braingrid paid finders' fees in an aggregate amount of $42,800, representing 8% of the gross commissionable proceeds of the Offering.  In addition, Braingrid issued (i) an aggregate of 26,750 finders' warrants ("Finders' Warrants"), representing an amount equal to 4% of the number of Units sold pursuant to the Offering, and (ii) an aggregate of 26,750 Common Shares representing an amount equal to 4% of the number of Units pursuant to the Offering.  Each Finders' Warrant entitles the holder thereof to purchase one Common Share at a price of $1.00 per share for a period of 24 months from the closing of the Offering.

An investment in shares of Braingrid pre-RTO is subject to an indefinite hold period. However, upon completion of the RTO, the hold period will no longer be applicable and the shares will then be free-trading.

"We appreciate the continued support of our existing shareholders, many of whom participated in the Offering," said Michael Kadonoff, CEO of Braingrid. We are also excited to welcome new shareholders to the Braingrid family as we build our business and proceed to the completion of our RTO."

About Braingrid:

Braingrid (braingrid.io) is a Toronto based global tech company that provides an affordable, versatile and quick-to-install sensor platform for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid.  Information and statements which are not purely historical fact are forward-looking statements.  Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein.  Such forward-looking statements include statements regarding the anticipated revenue for Braingrid. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements.  Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

Braingrid's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press 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 any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE Braingrid Corporation