- October 16, 2020
- Posted by: Bastion team
- Category: Markets
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES/
VANCOUVER, BC, Oct. 15, 2020 /CNW/ – Antera Ventures I Corp. (TSXV:ANTI.P) (the “Company” or “Antera“) is pleased to announce that Wishpond Technologies Ltd. (“Wishpond“) has closed its previously announced brokered private placement financing (the “Financing“) of 6,133,000 subscription receipts (the “Subscription Receipts“) at a price of $0.75 per Subscription Receipt, for gross proceeds of approximately $4.6 million, which included an upsize from the original minimum offering amount of $3.0 million and the full exercise of the Agents’ (as defined below) over-allotment option. The Financing was completed by a syndicate of agents led by Beacon Securities Limited (“Beacon“) and including PI Financial Corp. (collectively, the “Agents“) pursuant to an agency agreement dated October 15, 2020.
The closing of the Financing is one of the conditions in respect of the previously announced reverse take-over of the Company by Wishpond (the “Qualifying Transaction“) pursuant to the terms of the definitive merger agreement entered into with Wishpond (the “Definitive Agreement“) which will constitute Antera’s qualifying transaction (the “Qualifying Transaction“)as such term is defined under the policies of the TSX Venture Exchange (the “TSXV“).
The net proceeds of the Financing after deducting 50% of the Commission (as defined below), the Agents’ expenses and a cash corporate finance fee (the “Escrowed Funds“) have been deposited in escrow pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement“) dated October 15, 2020 among Wishpond, Beacon and Computershare Trust Company of Canada as subscription receipt agent. The Escrowed Funds will be held in escrow pending satisfaction of all of the escrow release conditions pursuant to the terms of the Subscription Receipt Agreement including, but not limited to, the Company receiving all applicable regulatory approvals and completing the Qualifying Transaction (the “Escrow Conditions“).
Upon satisfaction of the Escrow Conditions, immediately prior to the completion of the Qualifying Transaction, the Escrowed Funds, after deducting 50% of the remaining Commission, which will be transferred to the Agents, will be released to the Company and each Subscription Receipt will automatically convert into a number of common share of Wishpond (the “Conversion Shares“) equal to a fraction, the numerator of which is one, and the denominator of which is approximately 3.2439938 (the “Exchange Ratio“) for no additional consideration. In connection with the Qualifying Transaction each Conversion Share will immediately thereafter be exchanged for common shares of the Company (“Resulting Issuer Shares“) at the Exchange Ratio, on the same basis as all other shares of Wishpond outstanding immediately prior to the completion of the Qualifying Transaction pursuant to the terms of the Definitive Agreement. For avoidance of doubt, each Subscription Receipt shall ultimately result in the issuance of one Resulting Issuer Share upon completion of the Qualifying Transaction. If the Qualifying Transaction is not completed on or before 5:00 p.m. (Vancouver time) on January 13, 2021, the Escrowed Funds will be returned to the subscribers and the Subscription Receipts will be void and be of no further effect or value.
In consideration for their services in connection with the Financing the Agents will receive a cash commission equal to 8% of the gross proceeds of the Financing (3% for purchasers from a president’s list of Wishpond) (the “Commission“) and a cash corporate finance fee. On closing of the Financing, the Agents received 50% of the Commission with the balance forming part of the Escrowed Funds. In addition, as further consideration, the Agents received that an aggregate of 471,607 broker warrants (the “Broker Warrants“). Upon completion of the Qualifying Transaction, each Broker Warrant will entitle the holder thereof to acquire one common share in the capital of resulting issuer of the Qualifying Transaction (the “Broker Shares“) at an exercise price of $0.75 for a period of 24 months following the satisfaction of the Escrow Conditions. In the event that the Escrow Conditions are not satisfied, the Broker Warrants will be cancelled.
Subject to policies of the TSXV and applicable securities laws, any Consideration Shares issued in exchange for the Resulting Issuer Shares, as well as the Broker Warrants and any Broker Shares issuable on the exercise of the Broker Warrants, are not expected to be subject to any restrictions on resale.
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM SUCH REGISTRATION. WISHPOND HAS NOT REGISTERED AND WILL NOT REGISTER THE SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. WISHPOND DOES NOT INTEND TO ENGAGE IN A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. THIS NEWS 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 ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
About Wishpond Technologies Ltd.
Wishpond is a provider of marketing focused online business solutions based out of British Columbia. Wishpond offers an “all-in-one” marketing suite that provides companies with marketing, promotion, lead generation and sales conversion capabilities. Wishpond replaces entire marketing functions in an easy to use platform, for a fraction of the cost. Wishpond serves over 2,000 customers who are primarily small-to-medium size businesses (SMBs) in a wide variety of industries.
Wishpond’s vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online, regardless of their industry or size. Wishpond has developed cutting edge marketing technology solutions and continues to add new features and applications with great velocity. In addition to offering specific lead generation tools, Wishpond also provides advanced marketing applications integrated and managed from a centralized platform.
Wishpond employs a subscription-based SaaS (Software as a Service) model where customers subscribe to the company’s software and services through annual or monthly recurring plans. Substantially all of the company’s revenue is subscription based recurring revenue which provides excellent revenue and cash flow visibility.
About Antera Ventures I Corp.
Antera is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the Definitive Agreement. The principal business of Antera is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a qualifying transaction in accordance with the policies of the TSXV.
Completion of the Qualifying Transaction is subject to a number of conditions, including TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Qualifying 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 policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Generally, forward-looking information can frequently, but not always, be identified by use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events, conditions or results “will”, “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotations thereof. All statements other than statements of historical fact may be forward-looking statements. Forward looking-information in this news release includes, but is not limited to, statements with respect to the satisfaction of the Escrow Conditions in a timely manner or at all, the completion of the Qualifying Transaction, the use of the proceeds of the Financing and the receipt of all applicable regulatory approval in a timely manner or at all. Such forward-looking information is subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by the forward-looking information, such as the risk that the Escrow Conditions will not be satisfied in a timely manner or at all, that the Company will not be able to complete the Qualifying Transaction, that the Company will not be able to use the proceeds of the Financing in the manner set out herein and that the Company will not receive all applicable regulatory approvals in a timely manner or at all. Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Except as required by law, the Company expressly disclaims any obligation and does not intend, to update any forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws. The statements in this news release are made as of the date of this release.
SOURCE Antera Ventures I Corp.
Bastion Balance Seoul, Korea.