County Capital 2 Ltd. Announces Qualifying Transaction with Givex Corporation

Toronto, Ontario--(Newsfile Corp. - September 8, 2021) - County Capital 2 Ltd. (TSXV: CTWO.P) (the "Corporation") is pleased to announce that it has entered into a binding engagement agreement dated September 7, 2021 with Givex Corporation, a corporation incorporated under the laws of the Commonwealth of the Bahamas ("Givex"), pursuant to which the Corporation will acquire all of the issued and outstanding shares in the capital of Givex (the "Proposed Transaction").

Givex is a fintech company with a 20-year track record of sustainable, profitable growth that has developed and commercialized a cloud-based, omnichannel technology platform, seamlessly integrating gift and loyalty programs, point of sale systems and flexible payment services to enterprise level retail and hospitality merchants across the globe. With clients including some of the world's largest brands, Givex's platform is currently deployed in over 100,000 client locations across 70 countries.

Between 2018 and 2019, Givex grew 18% and despite the global COVID-19 pandemic, audited revenues in 2020 further increased. Selected financial information of the Company for the past three audited fiscal years are presented below:(1)

In millions of Canadian dollarsDecember 31, 2020December 31, 2019December 31, 2018
Total assets$39.6$34.6$29
Total liabilities$15.1$12.6$5.8
Total gross revenue$51.5$49.3$41.4
Total net income (loss)$2.4($0.72)
$4.1


Note:

(1) Based on financial statements using the accounting standards for private enterprises.

"Givex has established itself as a reputable, reliable and fast-growing player in the Fintech sector," commented Don Gray, Founder and CEO of Givex. "As the world returns to pre-pandemic levels and Givex accelerates its existing accretive M&A strategy via a public listing, we expect a substantial increase in year over year growth."

"We are excited to bring another a high-quality transaction to our loyal shareholders," stated Robert Munro, CEO of the Corporation. "We will continue to work diligently with Givex to help them maximize their value as a public company."

For further information about Givex, please visit their website at www.givex.com

In connection with the Proposed Transaction, Givex intends to complete one or more brokered private placements of securities, which may include convertible debentures, subscription receipts or other convertible securities (the "Concurrent Financings") for gross proceeds of not less than $10 million. It is intended that the Concurrent Financings would close prior to the closing of the Transaction. The net proceeds of the Concurrent Financings will be held in escrow and released only upon the closing of the Proposed Transaction.

The Proposed Transaction will be an arm's length transaction, and when completed, will constitute the Corporation's qualifying transaction pursuant to the policies of the TSX Venture Exchange (the "Exchange") and is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions.

A comprehensive news release with further particulars relating to the Proposed Transaction, financials, transaction structure, descriptions of the proposed management and directors of the resulting issuer, final terms of any Concurrent Financings and sponsorship, if applicable, will follow in accordance with the policies of the Exchange.

Completion of the Proposed Transaction is subject to several conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, filing statement or prospectus in lieu thereof to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

ABOUT COUNTY CAPITAL

County Capital brings together an elite group of industry leaders with a mandate to create and complete a series of professionally managed Capital Pool Companies. For more information about County Capital and the CPC Program, please visit www.countycapital.ca

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Corporation's future plans and intentions and completion of the Proposed Transaction. 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. 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 further information please contact:

County Capital 2 Ltd.
Tyler Lang, President
Telephone: 416.727.5862
Email: rob@countycapital.ca 
Website: www.countycapital.ca

Robert Munro, CEO & CFO
Telephone: 416.272.1140
Email: tyler@countycapital.ca

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95891

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