NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
VANCOUVER, BC / ACCESSWIRE / June 7, 2021 / DeFi Ventures Inc. ("DeFi") and Austpro Energy Corporation ("Austpro" or the "Company") (TSXV:AUS.H) are pleased to announce the closing of DeFi's previously announced private placement, pursuant to which DeFi raised aggregate gross proceeds of approximately $17.7 million from the sale of subscription receipts of DeFi (each, a "Subscription Receipt") at a price of $1.00 per Subscription Receipt (the "Offering"). The Offering was led by PI Financial Corp. and Canaccord Genuity Corp. (the "Co-Lead Agents"), on behalf of a syndicate of agents, (collectively with the Co-Lead Agents, the "Agents"), in connection with the previously announced reverse takeover of Austpro by DeFi (the "Acquisition").
Ben Samaroo, Chief Executive Officer of DeFi, commented: "completion of the Offering with support of several key institutional and strategic investors further validates our business plan and supports our mission of creating better access to decentralized finance through our core principles of simplicity and education". Strategic investors in the Offering included Kevin O'Leary, Leonard Latchman, Argo Blockchain, BIGG Digital, Josh Richards and Animal Capital. Upon closing of the Acquisition, the Company will change its name to "WonderFi Technologies Inc.".
Concurrently with the closing of the Offering, DeFi and the Company entered into an amalgamation agreement dated June 3, 2021 (the "Amalgamation Agreement"), pursuant to which DeFi and a newly formed subsidiary of the Company will combine their businesses by way of a statutory amalgamation to form one corporation ("Amalco"), and upon completion of the amalgamation, Amalco will be a wholly-owned subsidiary of the Company. In connection with the Acquisition, (i) Austpro will complete a share consolidation of 8.727 to 1 basis (the "Consolidation"), and (ii) shareholders of DeFi will be issued an aggregate of 36,059,998 post-Consolidation common shares of Austpro (the "Consideration Shares") as consideration in exchange for their shares of DeFi. Certain of the Consideration Shares will be subject to escrow and pooling pursuant to the policies of the NEO Exchange ("NEO"). Upon closing of the Acquisition, current securityholders of Austpro will own 1,700,192 post-Consolidation common shares.
Immediately prior to the completion of the Acquisition, on satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire one common share (a "DeFi Share") of DeFi. The DeFi Shares issuable upon exercise of the Subscription Receipts will be exchanged for one common share (a "Resulting Issuer Share") of the issuer resulting from the Acquisition (the "Resulting Issuer") in connection with the closing of the Acquisition.
The Subscription Receipts issued pursuant to the Offering were issued pursuant to a subscription receipt agreement dated June 3, 2021 (the "Subscription Receipt Agreement") among DeFi, PI Financial Corp., Austpro and Computershare Trust Company of Canada, as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds of the Offering (less 50 per cent of the Agents' cash commission, a corporate finance fee and all of the Agents' expenses) were deposited in escrow on closing of the Offering pending satisfaction of certain conditions (the "Escrow Release Conditions"), including, amongst others: (a) the satisfaction or waiver of each of the conditions precedent to the Acquisition; (b) the receipt of all shareholder, third party, regulatory and stock exchange approvals required for the completion of the Acquisition, including the approval of the TSX Venture Exchange ("TSXV") for the delisting of the common shares of Austpro from the NEX Board of the TSXV; (c) the distribution of the DeFi Shares underlying the Subscription Receipts and the Resulting Issuer Shares upon the automatic exchange of the DeFi Shares; (d) the Resulting Issuer being conditionally approved for listing on the NEO and the completion, satisfaction or waiver of all conditions precedent to such listing; and (e) the delivery of an escrow release notice from DeFi and PI Financial Corp. confirming the Escrow Release Conditions have been satisfied or waived.
The Agents will receive a cash commission equal to 7.0% of the gross proceeds of the RTO Financing (to be reduced to 3.5% of the gross proceeds derived from the sale of Subscription Receipts to purchasers identified on DeFi's president's list). Upon satisfaction of the Escrow Release Conditions, the Agents shall be issued such number of agents' warrants as is equal to 7.0% of the number of Subscriptions Receipts sold pursuant to the RTO Financing (to be reduced to 3.5% of the number of Subscription Receipts sold to purchasers identified on DeFi's president's list), each such agents' warrant to be exchanged for one agents' warrant of the Resulting Issuer (a "Resulting Issuer Agents' Warrant") upon closing of the Acquisition. Each Resulting Issuer Agents' Warrant will be exercisable to acquire on Resulting Issuer Share at an exercise price of $1.00 per share for a period of 24 months from issuance, subject to adjustment in certain events.
If the Escrow Release Conditions are not met on or before September 30, 2021, the Subscription Receipts will be cancelled, and holders of Subscription Receipts will be returned a cash amount equal to the issue price of the Subscription Receipts and any interest that has been earned on the escrowed funds.
A copy of the Amalgamation Agreement will be filed and will be accessible under Austpro's profile on SEDAR (www.sedar.com), and in connection with the Acquisition and pursuant to the requirements of the NEO, Austpro will also file on SEDAR a filing statement which will contain details regarding the Acquisition, Austpro, DeFi and the Resulting Issuer.
Completion of the Acquisition is subject to a number of conditions, including acceptance of the NEO. Trading of Austpro's common shares will remain halted until completion of the proposed Acquisition.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the Offering in the United States. The securities 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 within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For additional information, please contact:
Scott Ackerman, Chief Executive Officer, Austpro Energy Corporation
Ben Samaroo, Chief Executive Officer, DeFi Ventures Inc.
On Behalf of the Board of Directors of Austpro Energy Corporation
All information contained in this news release with respect to DeFi was supplied by DeFi for inclusion herein and the Company has relied on the accuracy of such information without independent verification.
As noted above, completion of the Acquisition is subject to a number of conditions, including but not limited to, TSXV acceptance of the voluntary delisting of the common shares of Austpro from the NEX board of the TSXV and conditional listing approval of the NEO. The Acquisition cannot close until the required shareholder and regulatory approvals are obtained in respect of the applicable matters. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or listing statement of the Company to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Austpro should be considered highly speculative.
The TSXV. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this news release.
Forward-Looking Information and Statements
This press release contains certain 'forward-looking information' within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute 'forward-looking statements' within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements 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 may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Offering and the Acquisition, expectations regarding whether the Acquisition will be consummated, and Offering proceeds released from escrow, including whether conditions to the consummation of the Acquisition will be satisfied, the timing for obtaining all necessary approvals for the Acquisition and the timing for completing the Acquisition, expectations for the effects of the Acquisition or the ability of the Resulting Issuer to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Release of the Offering proceeds is also conditional upon the fulfilment of certain conditions within certain timelines.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are 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 or DeFi to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Acquisition and release the Offering proceeds from escrow; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Acquisition on the proposed terms and schedule; the ability to satisfy the conditions to the conversion of the Subscription Receipts; the potential impact of the announcement or consummation of the Acquisition on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Acquisition. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.