Usewalter Announces Completion of the Sale of Its Operating Subsidiaries, Change of Officers and Transfer of Listing to NEX
Montreal, Quebec--(Newsfile Corp. - October 26, 2021) - GOLO Mobile Inc. doing business as Usewalter (TSXV: WLTR) ("Usewalter" or the "Company") is pleased to announce that, further to its press release issued on September 15, 2021, its previously announced transaction (the "Transaction"), whereby N. Harris Computer Corporation (the "Purchaser") agreed to purchase 100% of the issued and outstanding shares of GOLO Inc. and Walter Innovations Inc., Usewalter's only active operating subsidiaries, has closed.
Change of Officers
The Company further announces that Philippe Dufour has resigned as Chief Financial Officer and Corporate Secretary of the Company. Peter Mazoff, the Chief Executive Officer of the Company, has been appointed interim Chief Financial Officer and Brahm Gelfand, Chair of the Board, will act as interim Corporate Secretary. The Board thanks Mr. Dufour for his efforts on behalf of the Company. Mr. Dufour has agreed to act as a consultant for the Company as it considers and implements the Dissolution or an alternative transaction.
Dissolution, Delisting and Exploration of Strategic Alternatives
As announced on October 19, 2021, at the special shareholders meeting where shareholders (the "Shareholders") of the Company approved the Transaction, the Shareholders also approved the voluntary dissolution and winding up of the Company (the "Dissolution") and the proposed delisting (the "Delisting") of the Usewalter shares from the TSX Venture Exchange (the "TSXV").
Notwithstanding the receipt of shareholder approval of the Dissolution, the Company's board of directors (the "Board") retains the discretion not to proceed if it determines that the Dissolution is no longer in the best interests of the Company and Shareholders. Given the Company's difficult financial situation, the distributions to shareholders on a per share basis will be minimal and the Board will have to weigh the benefit of considering an alternative transaction against the costs, including those associated with the Company's continuous disclosure obligations. If, prior to its Dissolution the Company receives an offer for a transaction that may, in the view of the Board, provide some potential value to the Shareholders, taking into account all factors that could affect valuation, including timing and certainty of payment or closing, proposed terms and other factors, the Dissolution could be abandoned in favour of such a transaction. The Board is currently exploring strategic alternatives to ensure that Dissolution remains a superior option to alternative transactions and intends to provide an update in that regard as soon as practicable.
As the completion of the Transaction resulted in the sale of substantially all of the Company's operating assets, the Company will no longer meet the Tier 2 listing requirements of the TSXV and will be moved to the NEX board of the TSXV effective on or about October 29, 2021. While the Board considers strategic alternatives, the Company intends to take the necessary steps to maintain a listing on NEX. The Company's trading symbol will change from "WLTR" to "WLTR.H". The Company's shares are expected to remain halted until the Company publishes a further update. There will be no change in the Company's name and no change in its CUSIP number.
If the Board decides to proceed with the Dissolution, the Shareholders will receive any amount available for distribution under the liquidation of the Company. The amount of the distributions will be determined by the Board following review of the Company's tax and other potential liabilities, and its then cash on hand. The Company cautions investors that no distributions or returns of capital have been declared by the Board at this time.
The Company is a reporting issuer in the provinces of Alberta, British Columbia and Ontario. As the Delisting has been approved by the Shareholders, unless the Board exercises its discretion not to proceed with the Dissolution as described above, the Company will take the appropriate steps to voluntarily delist from the TSXV and following the Dissolution will submit the certificate of dissolution to the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission causing it to cease to be a reporting issuer.
FORWARD LOOKING STATEMENTS
This news release may contain statements which constitute "forward-looking information" under applicable Canadian securities laws, including statements regarding plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities of the Company and/or with respect to the Dissolution, distributions associated with the Dissolution, the likelihood that a superior alternative to Dissolution will be identified and consummated and the maintenance of a listing on the NEX board of the TSXV. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, may identify such forward-looking information. Investors are cautioned that any such forward-looking information is not a guarantee of future business activities and involves risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking information as a result of various factors, including, but not limited to, fluctuations in market prices, risks relating to the terms of any alternative transaction identified, the inability of the parties to satisfy the conditions precedent for closing of any such transaction, including TSXV approval and any other required approvals, the ability of the Company to maintain a listing on NEX and to graduate to Tier 2 in connection with any potential transaction, continued availability of capital and financing, the ultimate liquidation, Dissolution and Delisting of the Company and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this news release.
For Further Information:
Peter Mazoff, Chief Executive Officer
5 Quarters Investor Relations, Inc.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) is responsible for the adequacy or accuracy of this press release.
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