Germinate Capital Ltd. Closes Private Placement
Vancouver, British Columbia – TheNewswire – September 23, 2021 – Germinate Capital Ltd. (TSXV:GCAP.P) (“Germinate” or the “Company”) is pleased to announce that further to its news releases of July 6, 2021 and September 17, 2021, the Company has completed its non-brokered private placement of subscription receipts of the Company (the “Subscription Receipts”) at a price of $0.30 per Subscription Receipt for gross proceeds of $1,500,000 (the “Private Placement”). The Private Placement has been carried out in connection with the proposed share exchange transaction of the Company to be conducted in accordance with the terms of the share exchange agreement dated September 14, 2021 (the “Share Exchange Agreement”) among the Company, Beacon Hill Innovations Ltd. ("Target" or “BEACN”) and the shareholders of Target, pursuant to which Germinate will acquire all of the issued and outstanding securities of Target (the "Transaction"). The Transaction is anticipated to constitute the “Qualifying Transaction” of the Company as such term is defined pursuant to the policies of the TSX Venture Exchange (the “Exchange”).
Each Subscription Receipt issued pursuant to the Private Placement is automatically convertible for no additional consideration into one unit of the Company (a “Unit”) upon satisfaction of the Escrow Release Conditions (as defined below). Each Unit will be comprised of one common share in the capital of the Company (a “Share”) and one-half of one Share purchase warrant (each full warrant, a “Warrant”). Each Warrant will be exercisable to acquire one Share at a price of $0.60 per Share for a period of two years from the date of issuance.
The Subscription Receipts will convert automatically for no additional consideration into Units upon the occurrence of the following events (collectively, the “Escrow Release Conditions”): (i) all conditions to the Exchange’s conditional approval of the Transaction having been satisfied or waived; (ii) all conditions to the Exchange’s conditional approval for the listing of the Shares to be issued pursuant to the Private Placement and the Shares underlying the Warrants having been satisfied or waived; and (iii) the closing of the transactions contemplated by the Share Exchange Agreement.
Germinate expects to pay to certain arm’s length finders an aggregate cash finder’s fee in connection with the Private Placement of $23,242.52 and 77,475 non-transferrable warrants (“Finder Warrants”) at the time of closing of the Transaction. Each Finder Warrant will entitle the holder to acquire one Share at a price of $0.30 for a period of two years from closing of the Transaction.
The Private Placement is subject to final acceptance by the TSXV. All securities issued pursuant to the Private Placement, including securities underlying the Subscription Receipts and Finder Warrants, will be subject to a four month hold period from the date of issue.
Neither the 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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 Germinate Capital Ltd. 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.
For further information, please contact:
Germinate Capital Ltd.
Forward Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Germinate's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
The forward-looking statements and information in this press release include information relating to the business plans of Germinate, Target and the Resulting Issuer, the Concurrent Offering and the use of proceeds thereof, the pro forma capital structure of the Resulting Issuer, and the Transaction (including Exchange approval and the closing of the Transaction).
Such statements and information reflect the current view of Germinate. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:
- there is no assurance that the Escrow Release Conditions will be satisfied;
- there is no assurance that Germinate and Target will obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction);
- following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
- new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and
- the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
There are a number of important factors that could cause the Resulting Issuer's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: limited business history of Target; the risk that future results of operation of Target do not meet expectations, disruptions or changes in the credit or security markets; results of operation activities; unanticipated costs and expenses, and general market and industry conditions.
Germinate cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Germinate has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release represents the expectations of Germinate as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Germinate may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.