Whatcom Capital Corp. Updates Proposed Qualifying Transaction and Increases Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - November 27, 2020) - Whatcom Capital Corp. (TSXV: WHAT.P) ("Whatcom" or the "Company") is pleased to provide an updated in connection with its transaction to acquire all of the issued and outstanding securities of NEXE Innovations Inc. ("NEXE") as previously set out in its news releases dated August 11, 2020 and September 30, 2020 (the "Transaction"). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") will continue the business of NEXE as a "technology" issuer. The Transaction is intended to constitute the "Qualifying Transaction" of Whatcom, as such a term is defined in Policy 2.4 - "Capital Pool Companies" of the TSX Venture Exchange (the "Exchange").
Due to increased demand, NEXE has increased the previously announced non-brokered private placement financing (see news release dated September 30, 2020) to 5,625,000 units (each a "Unit") at a price of $0.80 per Unit for total proceeds of $4,500,000 (the "Non-Brokered Offering"). Each Unit will consist of one common share of NEXE and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase a common share of NEXE at a price of $1.00 per share for a period of twelve months from the date of closing. NEXE previously completed a brokered private placement (the "Brokered Private Placement") of 11,437,500 subscription receipts (each, a "Subscription Receipt") at a price of $0.80 per Subscription Receipt for aggregate gross proceeds of $9,150,000. The Brokered Private Placement was led by Canaccord Genuity Corp. ("Canaccord") (see news release dated September 30, 2020).
Information on NEXE Innovations Inc.
NEXE Innovations Inc. is a private British Columbia-based advanced materials company which has developed a fully compostable (plant-based) single-serve coffee pod for use in Keurig Brewing Systems and was incorporated on April 27, 2015. NEXE purchased its facility in Surrey, British Columbia in 2016. In addition, NEXE has developed custom automation through its European and Canadian partners enabling NEXE to commercialize its proprietary capsules.
NEXE believes that the NEXE POD can eventually eradicate the waste created by single serve capsules. NEXE's goal is to attract and sustain a significant portion of the single serve market, as there is a growing demand for environmentally friendly and sustainable products.
NEXE's board of directors current consists of: Darren Footz, Ashvani Guglani and Steve Lockhart. Further, Mr. Footz is a control person of NEXE as he owns over 20% of the issued and outstanding shares of NEXE.
Updated Proposed Management of the Resulting Issuer
Subject to Exchange approval, on completion of the Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five (5) directors. Information with respect to certain of the proposed directors and officers of the Resulting Issuer is set forth below:
Darren Footz, Founder, CEO & Director
A serial entrepreneur, Mr. Footz is the past President of a coffee company that he built in less than 5 years from a small artisan roaster to a recognized national coffee brand. He is the innovative mind behind the 100% plant-based and fully compostable NEXE POD. His expertise, dedication and pioneering ideas are the backbone of our organization.
Ash Guglani, Vice-President & Director
Mr. Guglani spent 12 years in capital markets with a national investment bank in Vancouver. As an original founder of NEXE, he plays an integral role in helping NEXE in all capacities across financing (public, private and government), operations, and marketing.
Steve Lockhart, COO
Mr. Lockhart has over 20 years of experience in management positions with Choices Markets, a $100 million revenue local chain grocer. He played a key role in building the business from start-up to stability and profitability through the opening of 10 large retail stores.
Raj Kang, CFO & Corporate Secretary
Rajwant S. Kang is the founder & president of RSK Management Consulting Inc. a private company that provides management services and has over 25 years of accounting and finance experience. He has proficient knowledge of capital markets, raising capital, M&A and corporate regulation of publicly listed companies. Raj has an HND in Business and Finance from East Berkshire College in Berkshire, United Kingdom.
Haytham Hodaly, Director
Mr. Hodaly is currently the Senior Vice President, Corporate Development of Wheaton Precious Metals and brings with him more than 23 years of experience in analyzing mining opportunities. Prior to joining Wheaton Precious Metals, Mr. Hodaly had spent more than 16 years in the North American securities industry, most recently as Director and Mining Analyst, Global Mining Research, at RBC Capital Markets. Mr. Hodaly is an engineer with a Bachelor of Applied Science in Mining and Mineral Processing Engineering and a Master of Engineering, specializing in Mineral Economics, both obtained from the University of British Columbia.
Killian Ruby, Director
Mr. Ruby is the president and chief executive officer of Malaspina Consultants Inc. in Vancouver, and focuses on clients in the resource and junior public sector. Mr. Ruby advises clients on matters related to financial management and public company reporting, and is particularly adept at handling complex issues and multiple stakeholders with a collaborative, team-based approach. Prior to joining Malaspina, Mr. Ruby was an assurance partner at Wolrige Mahon LLP (now Baker Tilly Canada) working predominantly with resource and other junior public companies, and formerly was a senior manager with KPMG LLP working on a range of public companies and reporting issuers.
Graham Gilley, Director
Mr. Gilley is currently a Director of Enterprise Risk Management and Data Protection at Mulgrave School - The International School of Vancouver. For the past 15 years, he has been responsible for the leadership, innovation, governance, and management of the school's operational, financial, and strategic risks. By developing tools, practices, and policies that analyze and report enterprise risks, he has been able to create and implement an enterprise risk management framework in compliance with applicable regulations and strategic priorities. Previously, Graham was Executive Director of Ideation & Development with Cloud9 Secure Digital Services, where he drove the creation of applications to help power mobile online banking in the Canadian market.
Chief Executive Officer, Chief Financial Officer, Director and Corporate Secretary
Tel: (604) 376-3567
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated 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 requirements is available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. There can be no assurance that the 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this release are forward-looking statements or information, which include completion of the proposed Transaction and related financing, development of technologies, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of COVID-19 or other viruses and diseases on the Company's ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
There can be no assurance that the proposed Transaction or Concurrent Financing will be completed or, if completed, will be successful.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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