Toronto, Ontario–(Newsfile Corp. – April 9, 2018) – Nebo Capital Corp (TSXV: NBO.H) (“Nebo“) is pleased to provide further details with respect to its previously announced proposed transaction with Fusion Agiletech Partners Inc., a privately held corporation existing under the laws of Ontario (” Fusion“), which will result in a reverse take-over of Nebo by the shareholders of Fusion (the ” Transaction“).
Effective March 29, 2018, Fusion completed a brokered private placement (the ” Private Placement“) of 24,138,716 units (” Units“) at a price of $0.35 per Unit to raise aggregate gross proceeds of $8,448,550.60. Each Unit consisted of one Class A common share of Fusion and one-half of one share purchase warrant (each whole such share purchase warrant, a ” Warrant“), with each Warrant entitling the holder to acquire one additional Class A common share of Fusion at an exercise price of $0.50 until the date which is the earlier of (i) March 29, 2020; or (ii) three years following the completion of the Transaction.
Clarus Securities Inc. acted as lead agent in connection with the Private Placement, with a syndicate that included PowerOne Capital Markets Limited and Primary Capital Inc. (together with Clarus Securities Inc., the ” Agents“). In partial consideration for their services, Fusion issued an aggregate of 1,647,711 compensation options to the Agents, each entitling the holder thereof to acquire one Unit at an exercise price of $0.35 until the earlier of: (i) three years following the completion of the Transaction; and (ii) March 29, 2022.
As part of the Private Placement, (i) Gord McMillan, a proposed director of the resulting issuer following completion of the Transaction, indirectly subscribed for 941,922 Units through the McMillan Family Foundation; (ii) Shane Maine, a current director of Fusion, indirectly subscribed for 624,298 Units through Fulcrum Technology Holdings Ltd.; and (iii) David Guebert, a proposed director of the resulting issuer following completion of the Transaction, subscribed for 100,000 Units.
All securities issued and issuable in connection with the Private Placement are subject to a statutory hold period expiring on the date which is four months and a day after the later of (i) March 29, 2018; and (ii) the date that Fusion becomes a reporting issuer in any province or territory, subject to applicable TSXV escrow rules. It is anticipated that all securities issued in connection with the Private Placement will be exchanged or become exercisable for equivalent securities of Nebo pursuant to the Transaction, at which time such securities will also become free trading, subject to certain exceptions in accordance with applicable securities law.
For further information concerning the Transaction, please refer to the press releases of Nebo dated February 22 and March 28, 2018 available on SEDAR at www.sedar.com. All information contained in this news release with respect to Nebo and Fusion was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
Neil Halldorson, President and Chief Executive Officer, Nebo Capital Corp.
Telephone: (604) 689-1428
Richard Graham, Nebo Capital Corp.
Telephone: (604) 689-1428
Mike Reinhart, Chief Executive Officer, Fusion.
Telephone: (972) 536-1025
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; use of funds; the anticipated effect of the Transaction on the securities issued pursuant to the Private Placement; and the business and operations of Nebo after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Nebo and Fusion assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.