VANCOUVER, British Columbia, Sept. 21, 2017 (GLOBE NEWSWIRE) -- Gold Finder Explorations Ltd. (TSXV:GFN.H), (“GFN” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) dated September 19, 2017, with Venzee Inc. (“Venzee”), a private corporation existing under the laws of Delaware, pursuant to which the Company proposes to acquire all of the issued and outstanding share capital of Venzee (the “Transaction”).
Venzee Inc.
Venzee is working to solve one of the biggest challenges facing the USD$23 trillion global retail industry: the use of spreadsheets by suppliers and manufacturers to share product information and inventory updates with their retailers. Venzee’s scalable cloud-based platform allows suppliers and manufactures from multiple industries to share their product information and inventory updates, in real-time, with their retailers. By taking data straight from customer repositories and weaving that data into a feature-rich export flow, Venzee is helping its customers to reduce workload by removing an unnecessary and labour-intensive step in their workflow. Companies in more than 100 countries, from local retailers, to giants like Anheseur Busch and Bed, Bath and Beyond, have signed up to Venzee to automate their processes. As Venzee grows, it is systematically revolutionizing the way e-commerce does business, saving retailers and vendors time and money.
Transaction
In consideration for the acquisition of Venzee, the Company proposes to issue one post-Consolidation (as described below) common share of the Company for each post-Share Split Venzee share (as described below), representing an aggregate of approximately 46,285,796 post-Consolidation common shares of the Company issuable in connection with the Transaction (the “Consideration Shares”), including Consideration Shares reserved for issuance to current holders of options and warrants of Venzee. All existing convertible securities of Venzee will either be assumed by the Company, or replaced with convertible securities of the Company exercisable on substantially the same terms taking into account the Consolidation and Share Split. Upon completion of the Transaction, without giving effect to the Offering (as described below), an aggregate of approximately 51,545,695 post-Consolidation common shares of the Company are expected to be issued and outstanding, or reserved for issuance to holders of warrants or options.
The Transaction is an arm’s length transaction and will constitute a Reverse Takeover as defined by the policies of the TSX Venture Exchange (the “Exchange”). Upon completion of the Transaction, the Company will have 100% ownership of the business and assets of Venzee, following which it is anticipated that the Company will be listed on the Exchange as a Tier 2 Technology Issuer.
The completion of the Transaction is subject to a number of conditions, including but not limited to: (i) the consolidation of all of the Company’s outstanding common shares on the basis of one (1) new share for every two (2) existing shares (the “Consolidation”); (ii) a split of all outstanding shares of Venzee on the basis of 2.25 new shares for every one (1) existing share (the “Share Split”); (iii) satisfactory pooling arrangements restricting the trading of Consideration Shares upon completion of the Transaction being implemented; (iv) the Company meeting certain minimum working capital or cash balance requirements; (v) the Company and Venzee negotiating definitive documentation in respect of the Transaction; (vi) Venzee shareholders approving the Transaction; and (vii) the approval of the Exchange.
The Transaction is not a related party transaction and is at arm’s length, and does not otherwise require the approval of shareholders of the Company under applicable corporate and securities legislation. The Company is listed on the NEX board of the Exchange and is not subject to a cease trade order, and will not otherwise be suspended from trading on completion of the Transaction. As such, subject to the consent of the Exchange, the Company does not currently intend to seek the approval of its shareholders to complete the Transaction.
Loan
Within five (5) business days of the receipt of all necessary approvals from the Exchange, the Company has agreed to advance, at Venzee’s request, a secured loan to Venzee, in the principal amount of CAD$250,000 (the “Loan”). The Loan shall bear simple interest, payable on maturity, at 10% per annum and will be immediately due and payable in the event that Venzee and/or its shareholders elect not to proceed with the Transaction or if an alternative transaction is initiated. In the event that the Company elects not to proceed with the Transaction, all amounts owing under the Loan shall be repayable within ninety (90) days of demand.
Financing
In connection with completion of the Transaction, and subject to the approval of the Exchange, the Company intends to complete a brokered private placement for gross proceeds of no less than CAD$3,000,000 (the “Offering”). PI Financial Corp. has agreed to act as lead broker for the Company in connection with the Offering. Additional details regarding the terms of the Offering will be provided once available.
Sponsorship
Sponsorship of the Transaction is required under the policies of the Exchange and the Company intends to request a waiver of Sponsorship on the basis of the involvement of PI Financial Corp. in the Offering. There is no guarantee that Sponsorship will be waived.
Board and Management Changes
Following completion of the Transaction, the Company's board of directors will be reconstituted and is expected to be composed of five directors, two of whom are expected to be current officers of Venzee, one of whom will be a nominee of the Company and two of whom will be independent directors identified by Venzee. Details on the constitution of the new board and management and any additional information required pursuant to the policies of the Exchange will be announced or disclosed in due course, in accordance with the policies of the Exchange.
Trading Halt
Trading in the Company’s common shares is currently halted on the Exchange, following the entering into of the Letter of Intent. Trading will remain halted pending further filings with the Exchange in respect of the Transaction.
FOR FURTHER INQUIRIES, CONTACT: Neil Linder, President and CEO (604) 644-2992
ON BEHALF OF THE BOARD
/signed/ “Neil Linder”
Neil Linder
President and Chief Executive Officer
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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, the entering into of definitive agreements, the completion of the Offering, receipt of all required shareholder, regulatory and third party consents and approvals including Exchange approval, and satisfaction of other customary closing conditions. 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 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 the Company should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the timing and implementation of the Transaction and the proposed Offering. Generally, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or 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”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.