County Capital 2 Ltd. and Givex Corporation Announces $10 Million Private Placement in Connection with Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - October 12, 2021) - County Capital 2 Ltd. (TSXV: CTWO.P) ("CC2" or the "Corporation"), further to its press release dated October 5, 2021, is pleased to provide further details of its proposed qualifying transaction (the "Proposed Transaction") with Givex Corporation ("Givex"). The Transaction, once complete, is expected to result in the reverse takeover of CC2 (the "Resulting Issuer") and will constitute CC2's Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange.

SUBSCRIPTION RECEIPT FINANCING

In connection with the Proposed Transaction, Givex is pleased to announce that it has entered into an engagement agreement with Research Capital Corporation to act as lead agent and sole book runner (the "Lead Agent"), on behalf of a syndicate of agents, including Canaccord Genuity Corp. and Paradigm Capital Inc. (together with the Lead Agent, the "Agents"), in connection with a private placement offering (the "Offering"), on a commercially reasonable "best efforts" basis, for minimum gross proceeds of $10,000,000 in subscription receipts of Givex (each, a "Subscription Receipt" and collectively, the "Subscription Receipts") at a price per Subscription Receipt to be determined in the context of the market (the "Offering Price").

Immediately prior to the closing of the Proposed Transaction (the "RTO Closing"), and provided the Escrow Release Conditions (defined below) are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt shall be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Givex (a "Unit").

Each Unit will consist of one common share of Givex (each an "Underlying Share") and one-half of one common share purchase warrant (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one common share of Givex (a "Warrant Share", and together with the Underlying Shares and the Underlying Warrants, the "Underlying Securities") at an exercise price per Warrant Share to be determined in the context of the market until the date that is 24 months following the date of the RTO Closing (the "RTO Closing Date").

In connection with the Proposed Transaction, it is intended that, among other things: (i) the Subscription Receipts will be converted into Underlying Shares and Underlying Warrants; (ii) all of the outstanding common shares of Givex (including the Underlying Shares) (each an "Givex Share") will be exchanged for common shares of the Resulting Issuer (the "Resulting Issuer Shares") on a basis of one Resulting Issuer Share for each one Givex Share (the "Exchange Ratio"); (iii) the Underlying Warrants and the Compensation Options (defined below) will be exchanged for warrants and options, respectively, of the Resulting Issuer with the number and the exercise price adjusted based on the Exchange Ratio; and (iv) CC2 will change its name to "Givex Corporation."

The Agents will be granted an option (the "Over-Allotment Option") to offer for sale up to an additional 15% of the number of Subscription Receipts sold in the Offering at the Offering Price, which Over-Allotment Option shall be exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The net proceeds from the Offering will be used to complete the Proposed Transaction and for working capital and general corporate purposes.

Upon closing of the Offering, the gross proceeds (less 50% of the Agents' Fees (defined below) and expenses of the Agents payable on the closing date of the Offering) (the "Escrowed Funds") will be delivered to and held by a licensed Canadian trust company or other escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement to be ‎entered into on the closing date of the Offering among the Company, the Lead ‎Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agents' Fees and any remaining costs and expenses of the Agents) will be released (together with the interest thereon) to Givex upon satisfaction of the following escrow release conditions and the Agents receiving a certificate from Givex prior to the Termination Time (defined below) to the effect that:

(A) the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction in accordance with the definitive agreement to be entered into between Givex and CC2 in respect of the Proposed Transaction, to the satisfaction of the Agents;

(B) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares on the TSXV and the Proposed Transaction;

(C) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada;

(D) the representations and warranties of the Company contained in the agency agreement to be entered into in connection with the Offering (the "Agency Agreement") being true and accurate in all material respects, as if made on and as of the escrow release date; and

(E) the Company and the Agents having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (A) to (D) above have been met or waived (together from (A) to (E), the "Escrow Release Conditions").

If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the date that is 120 days following the closing date of the Offering, or such other date as may be mutually agreed to in writing among Givex, CC2, and the Lead Agent, or (ii) Givex has advised the Agents or the public that it does not intend to proceed with the Proposed Transaction (in each case, the earliest of such times being the "Termination Time"), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the Offering Price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate Offering Price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Givex's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by Givex and the Lead Agent, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The Offering is expected to close on or about the week of November 8, 2021, or such other date as agreed upon between Givex and the Lead Agent and is subject to certain conditions set out in the Agency Agreement. In connection with, and as a condition to, the completion of the Proposed Transaction, the Resulting Issuer Shares (including those issued in exchange for the Underlying Shares and issuable pursuant to the warrants and options of the Resulting Issuer) will be listed on the TSXV.

In connection with the Offering, the Agents will receive an aggregate cash fee equal to 7.0% of the gross proceeds from the Offering, including in respect of any exercise of the Over-Allotment Option (the "Agents' Fee"). The Agents will also be issued compensation options equal in number to 7.0% of the number of Subscription Receipts sold under the Offering, including in respect of any exercise of the Over-Allotment Option (the "Compensation Options"). Each Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on equivalent terms.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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.
Robert Munro, CEO & CFO
Telephone: 416.272.1140
Email: rob@countycapital.ca
Website: www.countycapital.ca 

Givex Corporation
Don Gray, CEO
Telephone: 416.350.9660 ext. 2227
Email: don@givex.com
Website: www.givex.com

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.

Completion of the Proposed Transaction is subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents, approval of the shareholders of CC2 and Givex (as applicable), and completion of the Offering by Givex. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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 or filing statement 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/99363