Scryb Announces Amalgamation Agreement between Cybeats Technologies Inc. and Pima Zinc Corp.
Toronto, Ontario--(Newsfile Corp. - August 15, 2022) - Scryb Inc. (CSE: SCYB) (OTCQB: SCYRF) (FSE: EIY) ("Scryb'' or the "Company") is pleased to announce that it has entered into an amalgamation agreement (the "Amalgamation Agreement") with Pima Zinc Corp. ("Pima"), 2635212 Ontario Inc. ("Pima Subco"), a subsidiary of Pima, and Cybeats Technologies Inc. ("Cybeats") dated August 11, 2022, pursuant to which Pima will acquire all of the issued and outstanding common shares and preferred shares of Cybeats pursuant to a three-cornered amalgamation in accordance with Section 174 of the Business Corporations Act (Ontario) (the "Proposed Transaction"). As consideration for the Proposed Transaction, Pima will issue Scryb an aggregate of 60,000,000 common shares in the capital of Pima.
Details of the Proposed Transaction
Pursuant to the Amalgamation Agreement and upon the satisfaction or waiver of the conditions set out therein, the following, among other things, are required to be prior to consummation of the Proposed Transaction:
- Pima shall change its name to "Cybeats Technologies Corp." or such other similar name as the parties may agree (the "Name Change");
- Pima Subco shall complete a non-brokered private placement financing (the "Financing") by September 30, 2022 of up to: (i) a minimum of 14,000,000 units (each, a "PP Unit") in the capital of Pima Subco at a price of $0.50 (the "Issue Price") per PP Unit for minimum gross proceeds of $7,000,000, each PP Unit is comprised of one common share in the capital of Pima Subco (each, a "Pima Subco Share") and one Pima Subco Share purchase warrant (each, a "PP Warrant"); (ii) a minimum of 14,000,000 subscription receipts (the "Subscription Receipts") in the capital of Pima Subco at a price of $0.50 per Subscription Receipt for minimum of gross proceeds of $7,000,000, each Subscription Receipt entitles the holder thereof to receive, without payment of additional consideration, one PP Unit upon satisfaction of the escrow release condition; and (iii) any combination of (i) and (ii) which equals a minimum of $7,000,000;
- Pima Subco, a subsidiary of Pima formed solely for the purpose of facilitating the Proposed Transaction, will merge with and into Cybeats, pursuant to which, among other things, all outstanding Pima Subco Shares all securities convertible into Pima Subco Shares shall be exchanged for replacement securities of the resulting issuer, one-for-one basis, exercisable in accordance with their terms; and the board of directors and management of the resulting issuer will be replaced with nominees of Cybeats as detailed below.
In addition, pursuant to the Amalgamation Agreement, Pima assumed all of the obligations of Scryb pursuant to the share exchange agreement dated March 2, 2021 (the "Share Exchange Agreement"), between Scryb, Cybeats, and the shareholders of Cybeats with respect to the payment and the issuance of the aggregate performance consideration (the "Aggregate Performance Consideration") upon the closing of the Proposed Transaction. Pima and Scryb acknowledge and agree that those persons who are entitled to the payment and issuance of the Aggregate Performance Consideration must agree to receive payment from Pima. In the event that they do not agree, Scryb will continue its obligations pursuant to the Share Exchange Agreement and complete the Aggregate Performance Consideration for such persons. In the event that the persons who are entitled to the payment and issuance of the Aggregate Performance Consideration do not agree to receive payment from Pima, Pima shall issue such number of common shares in the capital of Pima to Scryb equal in value to the number of common shares in the capital of Scryb that Scryb issues pursuant to the Aggregate Performance Consideration.
Management of the Resulting Issuer
Following the completion of the Proposed Transaction, the parties anticipate that the current Board of Directors and management of Pima will resign, and it is proposed that the following persons will be appointed, in the capacities listed below. Brief biographies of the proposed nominees are as follows:
Yoav Raiter, Chief Executive Officer and Director
Yoav is the current Chief Executive Officer of Scryb, which is a position he has held for the last two years. Prior to that, he held the position of Director of Product Development. His career has focused on developing innovative software and medical device products mainly for start-ups and fast-growing companies. He has developed processes to ensure delivery against clients needs at a high-quality standard, has improved operations, and business strategy. Prior to joining Scryb, he was project manager for strategic accounts at StarFish Medical and director of project management and business development at Kangaroo Group. He has also held several prominent positions managing large scale ERP product development and implementation projects for broadcasters in Canada and the US for Pilat Media and SintecMedia. Yoav was the co-founder and Co-CEO of Panta-Rhei, a software development and consulting firm. He received an MBA, specialized in High Tech Innovation Strategy, from Haifa University in Israel in 1997 and a B.Sc. in Industrial Engineering in 1993.
Josh Bald, Chief Financial Officer
Mr. Bald attained an HBA degree from Richard Ivey School of Business at Western University in 2016. In 2019 he obtained his Chartered Professional Accounting Designation. He has held senior financial positions in multiple public companies, involving executive functions, corporate governance, operations, corporate finance, human resources and strategic partnerships. Mr. Bald supports executive teams in product and commercial strategies, including pricing and market penetration, and leads strategic talent acquisition efforts for senior cybersecurity positions at Pima. Previously he held a managerial position at Ernst & Young in the audit department.
Greg Falck, Director
Mr. Falck has a diverse leadership background within both the military and private sector. He served nine years as an Electrical and Mechanical Engineering Officer in the Canadian Armed Forces, including two years as a platoon commander in the Canadian Special Operations Regiment responsible for support of the unit's equipment during all foreign and domestic activities. He also led the development and procurement of a variety of leading-edge military equipment alongside special forces operators, technicians, and industry experts.
As head of research and development at Aluula Composites Ltd, his multidisciplinary team of chemists, engineers, and technologists developed a novel lightweight and ultra high strength composite polymer fabric for commercialization. Their first composite fabric on the market won the ISPO Textrends 2020 Best Product award. He is currently overseeing the production of the material using the equipment his team designed and built and is working with customers to develop custom composite fabrics for a variety of high-performance applications. He graduated from the University of Western Ontario with a Bachelor of Engineering Science in 2009.
Justin Leger, Director
Justin Leger is a seasoned operations professional who has helped tech and government organizations scale their operations by turning strategic intent into tactical action. As a management consultant he has helped numerous start-ups to operationalize and scale-up by leading strategic planning, establishing business processes, supporting product development, and recruiting key personnel. He has served as a Senior Director of Business Performance at Maximus Canada where he led the bid and delivery of a new and complex line of business with the Canadian federal government.
He served as a senior officer in the Canadian Armed Forces as a Logistics Officer most notably in Canada's Special Operational Forces deploying numerous times on missions of national strategic importance. Justin received his BA in political science from Dalhousie University in 2006 and his MBA from Royal Roads University in 2017.
Michael Minder, Director
Michael Minder is a seasoned finance professional with over 15 years of international banking experience. He held senior leadership roles in Asset and Wealth Management for Credit Suisse Group in both Switzerland and North America, managing assets of high net worth accounts. In 1998 he left the Credit Suisse Group to form his own firm providing international investment banking and investor relations advisory services to numerous U.S., Canadian, and European listed companies.
Medhanie Tekeste, Director
Mr. Tekeste is an executive with over 20 years of information systems experience including many years of broad-based management expertise in systems development, implementation, and support. He is experienced in strategically utilizing technology to achieve corporate goals in a cost effective way. He has extensive global experience in service delivery in the pharmaceutical industry including Quality, Manufacturing and R&D processes. Medhanie has considerable experience in laboratory quality assurance testing and computer systems validation. Currently, he is the Chief Information Officer at Apotex Inc., where he is responsible for delivery of all end-to-end IT services globally, including Enterprise Architecture, Cloud and platform services, Service Design, Data Governance, Software Quality Assurance and Security Management, Governance, Program Management and Business Enablement. He is a University of Toronto graduate with a Bachelor of Science degree in Chemistry/Biochemistry. Later, he graduated Pharmaceutical Technology at Seneca College and obtained a diploma in Information Technology from DeVry Technology Institute.
The Proposed Transaction is subject to the conditions set out in the Amalgamation Agreement, including but not limited to the completion of the Financing, and the Name Change.
Cybeats delivers intelligent security applications for software supply chains and connected devices, autonomously detecting and eliminating cyber risks from design to operation. Cybeats. Software made certain. Website: www.cybeats.com
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Scryb is a platform that powers businesses and technologies with applied intelligence, real-time analytics, and actionable insights. The platform boasts proven adaptability across diverse markets, from digital health and diagnostics to cybersecurity and manufacturing. The cloud-based platform is composed of crucial elements including sensor technology, IoT, predictive analytics, and computer vision.
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W. Clark Kent
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the commercialization plans for the technology described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which filings are available at www.sedar.com.
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