01 Communique Announces Completion of Non-brokered Private Placement

Rhea-AI Summary

01 Communique Laboratory (OONEF) has completed a non-brokered private placement led by Antanas Guoga (Tony G), raising $511,500 by issuing 1,705,000 Units at $0.30 each. Each Unit comprises one common share and half a warrant, with each whole warrant exercisable at $0.50 until June 6, 2027. The company, a pioneer in quantum computing cybersecurity, will use the proceeds for sales, marketing, investor relations, and working capital. Following the offering, the company has 102,319,554 common shares outstanding. The securities are subject to a four-month hold period ending October 7, 2025, and have not been registered under U.S. securities laws.

Positive

• Secured $511,500 in fresh capital through private placement
• Strategic investment led by Tony G demonstrates confidence in company's PQC technology
• No finders' fees or commissions paid, maximizing capital efficiency

Negative

• Share dilution with issuance of 1,705,000 new units
• Additional potential dilution from warrant exercise
• Four-month hold period restricts immediate trading

Toronto, Ontario--(Newsfile Corp. - June 9, 2025) - 01 Communique Laboratory Inc. (TSXV: ONE) (OTC Pink: OONEF)  (the "Company"), one of the first-to-market, enterprise level cybersecurity providers for the quantum computing era, is pleased to announce that it has closed a non-brokered private placement of units ("Units") with a group of investors led by Antanas Guoga (Tony G) for gross proceeds of $511,500. Pursuant to the offering the Company issued a total of 1,705,000 Units. Following the closing of the offering, the Company has 102,319,554 common shares issued and outstanding.

The securities issued in connection with the offering were issued pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

Tony G stated, "My continued investment in 01 Communique reflects my strong belief in their breakthrough post-quantum cryptography (PQC) technology as well as the management team's ability to drive success. In today's rapidly evolving cybersecurity landscape, quantum-safe encryption is becoming a necessity, which is the focus of 01 Communique. I'm excited to support their growth aspirations as the market for secure communications evolves."

Each Unit was issued at a price $0.30 and consists of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.50 per Common Share at any time on or before June 6, 2027. No finders' fees or commissions were paid by the Company in connection with the completion of the offering. The securities issued under the offering are subject to a four month hold period that expires on October 7, 2025.

The Company expects to use the gross proceeds of the offering of Units for sales and marketing, expanding investor outreach through enhanced investor relations activities and general working capital purposes.

The securities issued under the offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About 01 Communique

Established in 1992, 01 Communique (TSXV: ONE) (OTC Pink: OONEF) has always been at the forefront of technology. The Company's cyber security business unit focuses on post-quantum cybersecurity with the development of its IronCAP™ product line. IronCAP™'s technologies are patent-protected in the U.S.A. by its patents #11,271,715 and #11,669,833. The Company's remote access business unit provides its customers with a suite of secure remote access services and products under its I'm InTouch and I'm OnCall product offerings. The remote access offerings are protected in the U.S.A. by its patents #6,928,479 / #6,938,076 / #8,234,701; in Canada by its patents #2,309,398 / #2,524,039 and in Japan by its patent #4,875,094. For more information, visit the Company's web site at www.ironcap.ca and www.01com.com.

Cautionary Note Regarding Forward-looking Statements.

Certain statements in this news release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, such statements use such words as "may", "will", "expect", "believe", "plan", "intend", "are confident" and other similar terminology. Such statements include statements regarding the expected use of proceeds of the offering, the commercial success of IronCAP X™, the future of quantum computers and their impact on the Company's product offering, the functionality of the Company's products and the intended product lines for the Company's technology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under "Risk and Uncertainties" in the Company's Management`s Discussion and Analysis document filed on SEDAR+. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances.

Neither TSX Venture Exchange ("TSX-V") nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

INVESTOR CONTACT:
Brian Stringer
Chief Financial Officer
01 Communique
(905) 795-2888 x204
Brian.stringer@01com.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254882

FAQ

How much did 01 Communique (OONEF) raise in their June 2025 private placement?

01 Communique raised gross proceeds of $511,500 through a non-brokered private placement led by Antanas Guoga (Tony G).

What are the terms of OONEF's June 2025 private placement units?

Each Unit was priced at $0.30 and consists of one common share plus half a warrant, with each whole warrant exercisable at $0.50 until June 6, 2027.

How will 01 Communique use the proceeds from the private placement?

The company will use the proceeds for sales and marketing, expanding investor outreach through enhanced investor relations activities, and general working capital purposes.

What is the hold period for OONEF's private placement securities?

The securities are subject to a four-month hold period that expires on October 7, 2025.

How many shares does 01 Communique have outstanding after the private placement?

Following the offering, 01 Communique has 102,319,554 common shares issued and outstanding.