October 17, 2023 – Vancouver, British Columbia, Canada – RESAAS Services Inc. (TSX-V: RSS, OTCQB: RSASF) (“RESAAS” or the “Company”) is pleased to announce that it has closed its oversubscribed non-brokered private placement (the “Offering”), previously announced on October 12, 2023, by issuing 4,150,000 units of the Company (the “Units”) at a price of $0.32 per Unit for aggregate gross proceeds to the Company of $1,328,000.

The Company intends to use the net proceeds of the Offering for expansion, strengthening of the Company’s balance sheet, and general working capital purposes.

Each Unit consists of one common share of the Company (each, a “Common Share”) and one half of one Common Share purchase warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $0.60 per Warrant Share until October 17, 2024.

Certain insiders of the Company (collectively, the “Interested Parties”) subscribed for an aggregate of 1,375,000 Units under the Offering. The Interested Parties are each considered a “related party” of RESAAS within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and the sale of such Units to the Interested Parties constitutes a “related party transaction” within the meaning of MI 61-101 and Policy 5.9 by the TSX Venture Exchange (the “TSX-V”).

Prior to the closing of the Offering, the Interested Parties collectively held and controlled approximately 19.20% of the issued and outstanding Common Shares (on a non-diluted basis). Immediately following the closing of the Offering, the Interested Parties collectively held and controlled approximately 19.92% of the issued and outstanding Common Shares (on a non-diluted basis). The “related party” portion of the Offering was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the “related party” portion of the Offering, nor the fair market value of the consideration of the “related party” portion of the Offering, exceeded 25% of the Company’s market capitalization. The Company did not file a material change report disclosing the “related party transaction” more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each Interested Party was not settled until shortly prior to the closing of the Offering.  

All securities issued under the Offering will be subject to a four-month and one-day hold period in accordance with applicable Canadian securities laws, and securities issued to certain Interested Parties will be subject to a concurrent four-month hold under the policies of the TSX-V. The Offering remains subject to the receipt of all necessary regulatory approvals, including the final approval of the TSX-V.  

In connection with the Offering, the Company paid Haywood Securities Inc. and Canaccord Genuity Corp. (each, a “Finder”) an aggregate cash finder’s fee of $29,050, equal to 5% of the gross proceeds raised by each Finder.