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TORONTO, Oct. 05, 2018 (GLOBE NEWSWIRE) -- Wolf Acquisition Corp. (“Wolf” or the “Corporation”) is pleased to announce that it has entered into a binding letter of intent dated October 5, 2018 (the “LOI”) with Abaxx Technologies Inc. (“Abaxx”) to effect a business combination of the two companies (the “Proposed Transaction”). The Proposed Transaction will be a reverse takeover of the Corporation by Abaxx and its shareholders.
Wolf is a Capital Pool Company (“CPC”) and intends the Proposed Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the policies of the TSX Venture Exchange (the “Exchange”). The Proposed Transaction does not constitute a Non-Arm’s Length Qualifying Transaction under the policies of the Exchange. Abaxx is a financial technology company developing and deploying smart contract applications and protocols for emerging trading platforms and exchanges. Abaxx also invests capital in exchange for equity and royalties in new ventures enabled by its technology, where portfolio entrepreneurs have exceptional industry expertise and a shared vision of more transparent and decentralized free markets.
“Through this partnership with Wolf Acquisition Corp., Abaxx broadens its network of stakeholders as we enter the public markets,” said Zack Bennett, CEO of Abaxx. “In the months ahead, we intend to reveal exciting new applications of smart contract technology, reinforcing trust in trade and price discovery for global LNG (Liquefied Natural Gas), intellectual property assets, and crowdfunded real estate.”
The Transaction
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties.
There are currently an aggregate of 5,500,001 common shares in the capital of Wolf (each, a “Wolf Common Share”) issued and outstanding, as well as 550,000 stock options and 300,000 broker warrants, each exercisable to acquire one Wolf Common Share at an exercise price of $0.10. In connection with the Proposed Transaction, all outstanding stock options of Wolf held by directors or officers of Wolf that cease to continue in such capacity following completion of the Proposed Transaction shall remain in effect until December 31, 2019.
Pursuant to the Proposed Transaction, the holders of the issued and outstanding common shares of Abaxx (the “Abaxx Common Shares”) shall receive one Wolf Common Share for each Abaxx Common Share held (as presented on a post-Consolidation basis) (the “Exchange Ratio”). All existing options, warrants or other securities convertible into Abaxx Common Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Wolf Common Shares on substantially similar terms and conditions.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) Wolf will effect a name change to such name as may be determined by Abaxx (the “Name Change”); and (ii) Wolf will consolidate the Wolf Common Shares on the basis of one “new” Wolf Common Share for every 2.71605 “old” Wolf Common Shares issued and outstanding (the “Consolidation”), subject to adjustment under certain circumstances.
If the Proposed Transaction is completed, it is anticipated that the board of directors of Wolf shall be reconstituted to consist of such directors as Wolf and Abaxx shall determine, subject to the minimum residency and other requirements of the Business Corporations Act (Ontario) and the Exchange, and all existing officers of Wolf shall resign and be replaced with officers appointed by the new board of directors. Abaxx may complete a financing in connection with the Proposed Transaction prior to closing.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange, unless exempt in accordance with Exchange policies or waived by the Exchange. The Proposed Transaction may require sponsorship and Wolf plans to provide a news release update should a sponsor be retained.
Trading in the Wolf Common Shares has been halted as a result of the announcement of the Proposed Transaction. Wolf expects that trading in the Wolf Common Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies.
The obligations of Wolf and Abaxx pursuant to the LOI shall terminate in certain specified circumstances, including in the event that the Proposed Transaction is not completed by March 31, 2019.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, the parties entering into a definitive agreement (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this type), Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. 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 CPC should be considered highly speculative.
A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including statements about the future plans and intentions of each of Wolf and Abaxx and completion of a Qualifying 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:
Wolf Acquisition Corp.
Mack Hosseinian, Corporate Secretary
Telephone: 416.597.6033
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.