Zonetail Inc. Announces Closing of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - November 8, 2018) - Zonetail Inc. (formerly Revelstoke Equity Inc.) (TSXV: REQ.H) (the "Corporation"), is pleased to announce that today it closed its previously announced business combination involving Zonetail Inc. ("Zonetail") as the "Qualifying Transaction" of the Corporation (as such term is defined within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")). Subject to receiving final Exchange acceptance, the common shares of the Corporation ("Common Shares") are expected to resume trading on the Exchange on or about November 16, 2018 under the new name "Zonetail Inc." with the trading symbol "ZONE".
Pursuant to the terms of a merger agreement dated effective November 5, 2018 (the "Merger Agreement") between the Corporation, Zonetail and Revelstoke Subco Inc. ("Subco"), Zonetail and Subco amalgamated (the "Amalgamation") under the Business Corporations Act (Ontario) to form a new company ("Amalco"). Concurrently with the closing of the Amalgamation, Revelstoke Equity Inc. changed its name to "Zonetail Inc.". Following completion of the Amalgamation, Amalco immediately amalgamated with Zonetail, the new entity being the "Resulting Issuer", with the Resulting Issuer now holding all of Zonetail's assets and conducting the business of Zonetail. The terms of the Merger Agreement are described in more detail in the press release of the Corporation dated November 7, 2018, and available on SEDAR at www.sedar.com. Upon completion of the Amalgamation, there were 64,774,130 Common Shares issued and outstanding.
An aggregate of 16,167,429 Common Shares and 1,905,555 warrants issued to the former holders of common shares of Zonetail ("Zonetail Shares") were placed in escrow pursuant to a value security escrow agreement, and an aggregate of 9,471,184 Common Shares issued to the former principals of Zonetail were placed in escrow pursuant to a surplus security agreement, each pursuant to the policies of the Exchange, and will be released in accordance with the terms thereof.
Private Placement Financings
Prior to closing the Amalgamation, Zonetail completed a brokered private placement on July 13, 2018, pursuant to which 11,130,092 subscription receipts of Zonetail ("Subscription Receipts") were issued for aggregate gross proceeds of $2,003,416.56 (the "Subscription Receipt Financing"). Immediately prior to closing of the Amalgamation, each Subscription Receipt was deemed to be exercised without payment of any additional consideration and without further action on the part of the holders thereof, into one Zonetail Share. The proceeds from the Subscription Receipt Financing less $100,000.08 pursuant to a subscription settling directly with Zonetail ("Escrowed Funds") were deposited in escrow pursuant to a subscription receipt agreement dated July 13, 2018 between Zonetail, Gravitas Securities Inc., as lead agent for the Subscription Receipt Financing, and TSX Trust Company (the "Subscription Receipt Agreement"), which contained certain escrow release conditions ("Escrow Release Conditions"). The Escrow Release Conditions have been satisfied and the Escrowed Funds have been released in accordance with the terms of the Subscription Receipt Agreement.
Concurrently with closing of the Amalgamation, Zonetail also completed a private placement on November 8, 2018, pursuant to which 833,356 Zonetail Shares were issued for aggregate gross proceeds of $150,004 at $0.18 per Zonetail Share (the "Additional Financing"). In connection with the Additional Financing, Canaccord Genuity Corp., who acted as the broker in connection with a portion of the Additional Financing, received a cash commission of $2,500 and 13,888 warrants exercisable at $0.18 per Zonetail Share (or if exercised after closing of the Amalgamation, per Common Share), from the date of the Amalgamation and for a period of 6 months.
The proceeds from Subscription Receipt Financing and the Additional Financing will be used for the initial development of Zonetail's blockchain application technology, sales and marketing efforts, and general working capital and corporate purposes.
Following the closing of the Amalgamation, the officers and directors of the Corporation resigned. The board of directors of the Resulting Issuer is now comprised of Mark Holmes, Paul Scott, William Rogers, Adam Topp, Reetu Gupta and David Oliver.
For further information please contact:
Mark Holmes, President and Chief Executive Officer
Telephone: (416) 583-3773 ext. 228
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Amalgamation, the Subscription Receipt Financing, the Additional Financing, final approval of the Exchange for the Amalgamation, the go-forward board and management team of the Corporation and associated transactions. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risks of the failure to obtain final acceptance by the Exchange of the Amalgamation, that the use of proceeds from the Subscription Receipt Financing and the Additional Financing may change as determined by the Corporation, and that the go-forward board and management team of the Corporation may change. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, its securities, or its financial or operating results (as applicable). The statements in this news release are made as of the date of this release.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
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.
The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.