Canada Computational Unlimited Corp. (Formerly, Capricorn Business Acquisitions Inc.) Announces Completion of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - September 7, 2021) - Canada Computational Unlimited Corp. (TSXV: CAK.H) (formerly, Capricorn Business Acquisitions Inc.) (the "Corporation") announces the completion of its previously announced "Qualifying Transaction", as defined under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange"). The Qualifying Transaction was effected through a reverse takeover structured as a court approved plan of arrangement under Section 414 of the Business Corporations Act (Québec) (the "Arrangement") on the terms and conditions set out in the arrangement agreement dated May 25, 2021, as amended pursuant to an amendment dated August 10, 2021 (the "Arrangement Agreement") among the Corporation, 9442-4868 Québec Inc. (a wholly-owned subsidiary of the Corporation) and Canada Computational Unlimited Inc. ("CCU.ai").
For further information on the Qualifying Transaction, please refer to the filing statement of the Corporation dated August 26, 2021 (the "Filing Statement") filed under the Corporation's profile on SEDAR at www.sedar.com.
On June 18, 2021, CCU.ai completed its previously announced non-brokered private placement (the "Concurrent Financing") by way of the issuance of subscription receipts ("Subscription Receipts") at a price of $5.30 per Subscription Receipt, raising gross proceeds of $4,319,902 Such proceeds thus exceeded the minimum amount of proceeds which had been set at $3,450,000. In light of the size of the Concurrent Financing following the completion of the Arrangement, in each case on a non-diluted basis:
● the former shareholders of CCU.ai hold 52,124,830 common shares of the Corporation (the "Corporation Shares"), including as participants in the Concurrent Financing and representing approximately 81.82% of all issued and outstanding Corporation Shares;
● the shareholders of the Corporation immediately prior to the Arrangement hold 2,500,075 Corporation Shares, representing approximately 3.92% of all issued and outstanding Corporation Shares;
● 8,645,447 Corporation Shares were issued as a result of the Concurrent Financing and the participants in the Concurrent Financing (excluding existing shareholders of CCU.ai) hold 8,039,204 Corporation Shares, representing approximately 12.62% of all issued and outstanding Corporation Shares; and
● the recipients of finder's fees hold 1,041,200 Corporation Shares, representing approximately 1.63% of all issued and outstanding Corporation Shares.
The proceeds of the Concurrent Financing had been placed into escrow pending closing of the Qualifying Transaction. Upon satisfaction of specified escrow release conditions, which included, among other things, the completion or waiver of all conditions precedent to the Qualifying Transaction, each Subscription Receipt was automatically converted into one Class B common share of CCU.ai (a "CCU.ai Share") (which, upon the closing of the Qualifying Transaction, converted into 10.607 Corporation Shares, at a deemed price per Corporation Share of $0.50) and one-half of one CCU.ai Share purchase warrant with each whole warrant entitling the holder thereof to acquire one CCU.ai Share for a period of thirty-six months from the date of issuance, subject to accelerated time of expiry, at an exercise price of $7.96 per CCU.ai Share (which converted into 10.607 warrants to purchase Corporation Shares at a price of $0.75 per Corporation Share following the completion of the Qualifying Transaction).
Name Change and Share Consolidation
Immediately before the completion of the Arrangement, the Corporation changed its name to "Canada Computational Unlimited Corp." and completed a share consolidation on a 2.7:1 basis (the "Consolidation"). An aggregate of 60,164,034 Corporation Shares (post-Consolidation) were issued as consideration for 5,672,513 common shares of CCU.ai. Upon the completion of the Arrangement and the Consolidation, there are 63,705,422 Corporation Shares issued and outstanding.
The registered and head office of the Corporation are located at 289 Dugas Street, Joliette, Québec, Canada, J6E 4H1.
In connection with the Corporation's initial public offering completed on February 26, 2010, 747,618 Corporation Shares (pre-Consolidation) are held in escrow in accordance with the policies of the Exchange pursuant to a customary CPC escrow agreement, the terms of which are fully disclosed in the Filing Statement.
Upon completion of the Arrangement and the Consolidation, the following additional securities of the Corporation are subject to value escrow pursuant to the policies of the Exchange: 13,341,808 Corporation Shares and 1,803,236 compensation warrants. 10% of these escrowed securities will be released at the time of issuance of the Exchange's final bulletin relating to the Qualifying Transaction, and the balance will be released in tranches over the next 36 months.
Also, the following additional securities of the Corporation are subject to surplus escrow requirements pursuant to the policies of the Exchange: 19,476,262 Corporation Shares, 318,218 warrants to purchase Corporation Shares and 385,266 options to purchase Corporation Shares. 5% of these escrowed securities will be released at the time of issuance of the Exchange's final bulletin relating to the Qualifying Transaction, and the balance will be released in tranches over the next 36 months.
Exchange Approval and Listing
The Exchange has previously granted conditional acceptance in respect of the listing of the additional Corporation Shares resulting from the Qualifying Transaction, subject to receipt of final submission documents. Pending satisfactory review of such final materials by the Exchange, it is expected that the Corporation Shares, which were previously halted on May 25, 2021, will commence trading, on a post-Consolidation basis, at the opening of markets on or about September 12th, 2021 under the ticker symbol "SATO."
Board of Directors and Management
As of the closing of the Qualifying Transaction, the existing board of directors and officers have resigned, except for Yvan Routhier. As approved by the shareholders of the Corporation at the annual and special meeting of the shareholders held on July 9, 2021 (the "Meeting"), following the completion of the Qualifying Transaction, the board of directors of the Corporation is now comprised of Dominique Payette, Frederick T. Pye, Frank Di Tomaso, Romain Nouzareth, and Mathieu Nouzareth. Romain Nouzareth will now serve as the Corporation's Chief Executive Officer and Kyle Appleby will now serve as the Chief Financial Officer and Corporate Secretary.
Detailed profiles of the individuals that have been appointed officers and directors of the Corporation are included in the Filing Statement.
Appointment of new auditor
In connection with the closing of the Qualifying Transaction and as approved at the Meeting, the Corporation's newly appointed board of directors approved the appointment of Raymond Chabot Grant Thornton LLP as auditor of the Corporation and accepted the resignation of RSM Canada LLP. RSM Canada LLP resigned as auditor at the Corporation's request and there were no reservations or modified opinions on any of the Corporation's financial statements since RSM Canada LLP was appointed as auditor of the Corporation, nor, in the opinion of the Corporation, were there any "reportable events" as defined in National Instrument 51-102 - Continuous Disclosure Obligations during such period.
Adoption of amendments to the Stock Option Plan
At the Meeting, shareholders of the Corporation approved certain amendments to the stock option plan (the "Stock Option Plan"). The Stock Option Plan was conditionally approved by the Exchange on August 19, 2021.
The Stock Option Plan is intended to enable the directors, officers, employees and other eligible participants thereunder to participate in the long-term success of the Corporation and to promote a greater alignment of their interests with the interests of the Corporation's shareholders.
For further details of the Stock Option Plan, please refer to the Corporation's management information circular dated June 4, 2021, filed under the Corporation's profile on SEDAR at www.sedar.com.
CCU.ai was incorporated pursuant to the Business Corporations Act (Québec) on November 16, 2017. Since its creation, CCU.ai operates a high-grade, carbon-neutral bitcoin mining center with a contract of 20 MW of stable, eco-friendly energy. The company's high-density calculation centers are built for high-grade cryptocurrency mining, AI data processing, and fintech infrastructure.
Created in 2017, CCU.ai is led and managed by technology entrepreneurs, electricity and ventilation experts, network specialists, and Canadian industrialists. Since its inception, the company has pursued a vision of environmental stewardship throughout the cryptocurrency mining process to increase performance throughout the mining process. The excess supply of renewable energy in the province of Québec has made this endeavor feasible and a great base for growth.
The Corporation's principal place of business will be at 286 Dugas Street, Joliette, Québec, J6E 4H1, and its registered office will be at 66 Wellington Street West, Suite 5300, Toronto, Ontario, M5K 1E6.
Early Warning Reports
In connection with the completion of the Arrangement, Romain Nouzareth, Mathieu Nouzareth, Julien Romanetto, Frédéric Montagnon and True Global Ventures 4 Plus Fund Pte Ltd ("TGV") (together, the "New Insiders"), were issued totals of 11,079,552 Corporation Shares, 8,326,710 Corporation Shares, 6,405,722 Corporation Shares, 6,405,722 Corporation Shares and 6,170,002 Corporation Shares, respectively. Following the completion of the Arrangement, Romain Nouzareth owns or controls 11,079,552 Corporation Shares, representing approximately 17.39% on an undiluted basis and 15.48% on a fully diluted basis of the issued and outstanding Corporation Shares; Mathieu Nouzareth owns or controls 8,326,710 Corporation shares, representing approximately 13.07% on a non diluted basis and 11.64% on a fully diluted basis of the issued and outstanding Corporation Shares; each of Julien Romanetto and Frédéric Montagnon owns or controls 6,405,722 Corporation Shares, representing approximately 10.06% on a non diluted basis and 8.95% on a fully diluted basis of the issued and outstanding Corporation Shares; and TGV owns or controls 6,170,002 Corporation Shares, representing approximately 9.69% of the issued and outstanding Corporation Shares, and approximately 12.93% on a fully diluted basis assuming exercise of 3,085,001 warrants of the Corporation. The New Insiders hold their Corporation Shares for investment purposes, and may evaluate such investment on an ongoing basis and subject to various factors including, without limitation, the Corporation's financial position, the price levels of the Corporation Shares, conditions in the securities markets and general economic and industry conditions, the Corporation's business or financial condition, and other factors and conditions that each New Insider may deem appropriate. Each New Insider may increase, decrease or change its ownership over the Corporation Shares or other securities of the Corporation.
A copy of the Early Warning Reports with additional information in respect of the foregoing matters will be filed on www.SEDAR.com under the Corporation's profile. For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the New Insiders as a result of the Arrangement referred to in this press release, please contact Romain Nouzareth at email@example.com.
Cautionary Statement Regarding Forward-Looking Information
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
This news release contains certain forward-looking statements, including statements relating to satisfaction of Exchange requirements, the expected date the common shares will commence trading on a post-Consolidation basis and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions, including the Corporation's ability to meet the conditions set out in the Exchange's conditional approval letter. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements.
These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
For additional information, please contact:
Canada Computational Unlimited Corp.
Chief Executive Officer
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95815