Aumento Capital VIII Corporation and Eddy Smart Home Solutions Inc. Announce Closing of Second Tranche of Brokered Private Placement
Toronto, Ontario--(Newsfile Corp. - October 13, 2021) - Further to the press releases issued June 24, 2021, September 13, 2021 and September 15, 2021 by Aumento Capital VIII Corporation (TSXV: AMU.P) ("Aumento") and Eddy Smart Home Solutions Inc. ("Eddy"), Aumento and Eddy are pleased to announce that Eddy has completed the second tranche of its brokered private placement, issuing an additional 2,898,499 subscription receipts of Eddy (the "Subscription Receipts") for additional aggregate gross proceeds of $1,739,099 (the "Second Tranche").
The Second Tranche is part of a larger brokered private placement offering of Subscription Receipts for minimum aggregate gross proceeds of $10,000,000 and maximum aggregate gross proceeds of $15,000,000 (the "Private Placement") in accordance with the terms of an agency agreement dated September 14, 2021 among Eddy, Aumento, Canaccord Genuity Corp. (the "Lead Agent") and INFOR Financial Inc. (together with the Lead Agent, the "Agents"). Including the Subscription Receipts sold under the first tranche of the Private Placement, Eddy has issued an aggregate of 20,513,768 Subscription Receipts for aggregate gross proceeds of $12,308,260.
The proceeds of the Second Tranche will be held in escrow until the satisfaction of certain conditions (the "Escrow Release Conditions") related to the three-cornered amalgamation among the Company, 2865357 Ontario Inc. ("Subco"), a wholly-owned subsidiary of Aumento, and Aumento (the "Transaction"). In connection with the Transaction, Aumento will change its name to "Eddy Smart Home Solutions Inc." (the "Resulting Issuer").
Each Subscription Receipt will be automatically converted, without additional consideration or any further action on the part of the holder thereof, into two (2) common shares in the capital of Eddy (each, an "Eddy Common Share") upon the satisfaction of the Escrow Release Conditions. Each Eddy Common Share will be exchanged for common shares in the capital of the Resulting Issuer (the "Resulting Issuer Common Shares") on the basis of 0.504867 Resulting Issuer Common Shares for each Eddy Common Share held in accordance with the terms of the Transaction.
If: (i) the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Eastern time) on January 12, 2022; (ii) the amalgamation agreement governing the Transaction is terminated at an earlier time; or (iii) Eddy or Aumento has advised the Lead Agent or announced to the public that it does not intend to satisfy one or more of the Escrow Release Conditions, each Subscription Receipt shall be terminated and the holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.
Pursuant to the terms of the Agency Agreement, the Agents are entitled to a cash commission in the amount equal to 7.0% of the aggregate gross proceeds of the Second Tranche, other than in respect of any Subscription Receipts sold to members of a president's list provided by Eddy (the "President's List Purchasers"), which commission is reduced to 3.5% of the gross proceeds from President's List Purchasers (the "Agents' Commission"). 50% of such Agents' Commission was paid to the Agents on closing of the Second Tranche, and the remaining 50% shall be released upon the satisfaction or waiver of the Escrow Release Conditions. Eddy has also issued an additional 172,561 warrants (the "Agents' Warrants") to the Agents, being equal to 7.0% of the number of Subscription Receipts sold pursuant to the Second Tranche, other than any Subscription Receipts sold to President's List Purchasers, which commission is 3.5% of the number of Subscription Receipts sold to the President's List Purchasers. Each Agents' Warrant is exercisable for two Eddy Common Shares at a price of $0.60 until the date that is 36 months from the date of satisfaction or waiver, as applicable, of the Escrow Release Conditions. Upon completion of the Transaction, each Agents' Warrant will be automatically exchanged for 0.504867 of a Resulting Issuer agents' warrant exercisable to purchase Resulting Issuer Common Shares at a purchase price equal to the issue price divided by 0.504867 for a period of 36 months following the date the Escrow Release Conditions are satisfied.
The net proceeds from the Second Tranche will be used for the purchase of hardware, sales and marketing and for general working capital.
The completion of the Transaction is conditional on obtaining all necessary regulatory and shareholder approvals and other conditions customary for a transaction of this type, including but not limited to the approval of the TSXV. For further information, please refer to the press releases of Aumento and Eddy disseminated on September 13, 2021 and September 15, 2021.
Aumento is a capital pool company as defined under the TSXV Policy 2.4 - Capital Pool Companies. Aumento was incorporated under the Business Corporations Act (Ontario) on November 20, 2020. The common shares of Aumento are listed for trading on the TSXV under the stock symbol "AUM.P", which shares were halted for trading on June 21, 2021, pending the announcement of the letter of intent entered into in connection with the Transaction. Aumento has not commenced commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions or interests.
Eddy was incorporated under the laws of the Province of Ontario and has been operating since 2015. Eddy is a Toronto-based award-winning innovative manufacturer of smart water metering products and related technologies, helping property owners protect, control, and conserve water usage by combining water sensing devices with behavioural learning software. Eddy provides substantial protection to single-family homes as well as commercial and residential buildings at every stage of the building cycle, including construction.
In this press release, all references to "$" are to Canadian dollars.
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This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction.
THE SECURITIES REFERRED TO 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 MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S 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 IS AVAILABLE.
Notice regarding forward-looking statements:
This press release includes forward-looking statements regarding Aumento and Eddy and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction is intended to be completed, the use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction and the Private Placement may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Aumento and Eddy have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Aumento and Eddy undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.
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.
For further information concerning Aumento Capital VIII Corporation, please contact:
Paul Pathak, Director
For further information concerning Eddy Smart Home Solutions Inc., please contact:
Travis Allan, President, Chief Executive Officer and Director
Not for distribution to United States newswire services or for dissemination in the United States
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