Aumento Capital VIII Corp. and Eddy Smart Home Solutions Inc. Announce Completion of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - January 13, 2022) - Aumento Capital VIII Corp. (TSXV: AMU.P) ("Aumento") and Eddy Smart Home Solutions Inc. ("Eddy") are pleased to announce that they have completed their Qualifying Transaction (as such term is defined by the TSX Venture Exchange (the "TSXV")) pursuant to which Aumento and Eddy combined their respective businesses (the "Transaction"). In connection with the Transaction:
- all subscription receipts of Eddy issued pursuant to its brokered private placement for aggregate gross proceeds of $12,308,260.80 were converted into common shares of Eddy ("Eddy Common Shares") on the basis of two Eddy Common Shares for every one subscription receipt and the proceeds therefrom were released from escrow;
- all Eddy Common Shares were exchanged for common shares in the capital of Aumento ("Resulting Issuer Shares") on the basis of 0.504867 Resulting Issuer Shares for every one Eddy Common Share; and
- Aumento changed its name from "Aumento Capital VIII Corp." to "Eddy Smart Home Solutions Ltd."
Subject to receiving final TSXV acceptance, the Resulting Issuer Shares are expected to resume trading under the symbol "EDY" on or about January 21, 2022. The Transaction resulted in the issuance of 65,262,619 Resulting Issuer Shares.
The board of directors of Aumento now consists of Travis Allan, Mark Silver, Chris Gower, Paul Pathak, Gary Goodman and George Krieser. The management team of Aumento now consists of Travis Allan, Boris Baril, Sajid Khan and Nadine Evans.
Shareholders are encouraged to review Aumento's filing statement dated January 6, 2022 filed in connection with the Transaction which can be found on Aumento's SEDAR profile at www.sedar.com.
Following the completion of the Transaction, Mark Silver owns, directs or controls an aggregate of 11,708,531 Resulting Issuer Shares and 100,000 options of the Resulting Issuer ("Resulting Issuer Options"), representing approximately 17.53% of the outstanding Resulting Issuer Shares in the event that all of such Resulting Issuer Options were exercised. An aggregate of 5,779,286 of such Resulting Issuer Shares are held through Shalcor Management Inc. ("Shalcor") and an aggregate of 2,246,556 of such Resulting Issuer Shares are held through York Plains Investment Corp. ("York Plains"). As the controlling shareholder of each of Shalcor and York Plains, Mr. Silver is considered to beneficially own and exercise control or direction over the securities held by Shalcor and York Plains.
The Resulting Issuer Shares held by each of Mr. Silver, Shalcor and York Plains were acquired pursuant to the completion of the Transaction upon the exchange of their prior shareholdings of Eddy. The Resulting Issuer Options held by Mr. Silver were acquired in connection with the issuance of options by the Resulting Issuer concurrently upon closing of the Transaction.
Mr. Silver, Shalcor and York Plains hold the Resulting Issuer Shares and Resulting Issuer Options for investment purposes, and each may purchase or sell securities of the Resulting Issuer from time to time in accordance with applicable laws.
A copy of the early warning report may be obtained on request to Mark Silver at (416) 221-8998.
Following the completion of the Transaction, Green Room Investments Inc. ("Green Room") owns an aggregate of 7,477,438 Resulting Issuer Shares, representing approximately 11.12% of the outstanding Resulting Issuer Shares. The Resulting Issuer Shares held by Green Room were acquired pursuant to the completion of the Transaction upon the exchange of its prior holdings of Eddy.
Green Room holds the Resulting Issuer Shares for investment purposes, and may purchase or sell securities of the Resulting Issuer from time to time in accordance with applicable laws.
A copy of the early warning report may be obtained on request to Shawn Dym at Green Room Investments Inc., at (416) 221-9066.
Eddy was incorporated under the laws of the Province of Ontario and has been operating since 2015. Eddy provides residential and commercial smart water metering products and related technologies, helping property owners protect, control, and conserve water usage by combining water sensing devices with behavioural learning software.
In this press release, all references to "$" are to Canadian dollars.
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This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Notice regarding forward-looking statements:
Certain statements contained in this news release constitute forward-looking statements as defined under applicable securities laws. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the control of Aumento and Eddy, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Although Aumento and Eddy have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Aumento and Eddy undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information concerning Aumento, please contact:
Travis Allan, Chief Executive Officer and Director
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/109999