TORONTO, June 28, 2021 /CNW/ – Good2Go Corp. (“G2G“), a capital pool company listed on the TSX Venture Exchange (TSXV: GOTO.P), is pleased to announce that it has completed its qualifying transaction (the “Qualifying Transaction“) with NowVertical Group, Inc. (“NVG“) a Delaware-based company specializing in accretive data analytics software and services. The resulting issuer, NowVertical Group Inc. (the “Resulting Issuer“) and its shares are anticipated to start trading on the TSX Venture Exchange on July 5, 2021 under the stock symbol “NOW”. As part of the Qualifying Transaction, the subscription receipts issued by NVG Canada Finco, Inc. (“Finco“), a wholly-owned subsidiary of NVG, on March 23, 2021 pursuant to a brokered private placement (the “Subscription Receipts“), were automatically converted, into shares of the Resulting Issuer. The private placement, which was completed through a syndicate of agents led by Echelon Wealth Partners Inc. (the “Lead Agent“) and including Canaccord Genuity Corp., Stifel Nicolaus Canada Inc. and Haywood Securities Inc. (together with the Lead Agent, the “Agents“), consisted of 8,394,000 Subscription Receipts issued at $1.00 per Subscription Receipt for gross proceeds of $8,394,000. The proceeds will enable the Resulting Issuer to pursue its growth strategy, including further acquisitions.
The Agents received a cash commission of $587,580, representing 7% of gross proceeds for the sold Subscription Receipts (other than those sold to certain identified buyers for which the Agents received a cash commission of 3%) as well as 587,580 compensation warrants exercisable into Resulting Issuer Shares equal to 7% of the number of Subscription Receipts sold (3% in respect of certain identified purchasers).
“Closing this business combination marks a pivotal milestone for the NVG team” said Daren Trousdell, CEO of the Resulting Issuer, “We are now well positioned to accelerate our growth globally and help private and public sector organizations unlock their potential using best in class analytic methodologies and technology. We want to thank our team, advisors and partners who helped us on this journey and we are excited for what the future holds for NowVertical Group Inc. and its shareholders”.
Prior to the completion of the Qualifying Transaction, G2G effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 4.5 pre-consolidation common shares. Furthermore, the Corporation implemented a dual class share structure with Class A Subordinate Voting Shares (“SVS“) replacing the common shares and Class B Proportionate Voting Shares (“PVS“). Each SVS carries one vote per share and each PVS carries 100 votes per share. The Transaction was completed through the exchange of all of the outstanding shares of NVG into SVS on a one for 1.778 basis or into PVS on a 100 for 1.778 basis of the Resulting Issuer (SVS and PVS together, assuming conversion of PVS to SVS on a 1:100 basis, the “Resulting Issuer Shares“). In addition, the Transaction was completed through the conversion all of NVG’s and Finco’s securities exercisable or exchangeable for, or convertible into, or other rights to acquire NVG or Finco securities outstanding, including those acquired by way of the private placement.
The Qualifying Transaction was done by way of a three-cornered amalgamation (the “Business Combination“) pursuant to which, among other things, (i) NVG amalgamated with a wholly-owned U.S. subsidiary of G2G, incorporated for the purposes of the Business Combination; and (ii) Finco amalgamated with a wholly owned subsidiary of G2G, incorporated for the purposes of the Business Combination.
Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows:
- Daren Trousdell, Chief Executive Officer, Chairman and Director;
- John Adamovich, Chief Financial Officer and Director;
- Scott Nirenberski, Director;
- Elaine Kunda, Director;
- Darell MacMullin, Director;
- Aimee Lessard, Chief Analytics Officer; and
- Andre Garber, Executive Vice President, Corporate Development & Legal Affairs.
As a result of the Qualifying Transaction, the security holders of NVG hold approximately 33,966,435 Resulting Issuer Shares, representing approximately 68.96% of the Resulting Issuer Shares, the holders of converted convertible notes will hold approximately 3,910,814 Resulting Issuer Shares, representing approximately 7.94% of the Resulting Issuer Shares, whereas the shareholders of Good2Go Corp. hold 1,202,593 Resulting Issuer Shares representing approximately 2.44% of the outstanding Resulting Issuer Shares. Investors in the Private Placement will hold 8,394,000 Resulting Issuer Shares representing approximately 17.04% of the outstanding Resulting Issuer Shares. 257218 Ontario Ltd. (the “Finder“) will hold 1,778,000 SVS issued by the Resulting Issuer as payment of a one-time finder’s fee immediately following the completion of the Transaction and 711,363 Resulting Issuer Shares as a result of the conversion of 400,092 restricted share units of NVG granted in accordance with a consulting agreement, representing respectively approximately 3.61% and 1.44% of the Resulting Issuer Share. The Finder is an arm’s length party to the Resulting Issuer and NVG. For the avoidance of doubt, the Finder’s aggregate holdings of Resulting Issuer Shares total 2,489,363 Resulting Issuer Shares, representing approximately 5.05% of the outstanding Resulting Issuer Shares.
The SVS will be listed and posted for trading on the TSX Venture Exchange (“TSXV“) under the symbol “NOW”, and are expected to commence trading on July 5, 2021 at market open. The PVS will not be listed for trading on the TSXV but may be converted into SVS in certain circumstances. Provided that a conversion would not affect the status of the Company as a foreign private issuer in the United States, each PVS shall be convertible at the option of the holder into such number of SVS as is determined by multiplying the number of PVS in respect of which the Share Conversion Right is exercised by 100.
In accordance with TSXV policies, a total of 4,793,216 SVS, 239,146 PVS and 2,491,493 Options will be held under escrow as “Surplus Shares”. A total of 900 PVS will be held under escrow as “Value Shares”. Furthermore, a total 6,110,705 Resulting Issuer Shares and 2,593,061 Options are subject to lock-up agreements until 120 days following the closing of the Qualifying Transaction. This represents a difference of 334,856 SVS and 31,224 PVS less in escrow as “Value Shares” than reported in the Filing Statement dated June 18, 2021.
As a result of the Qualifying Transaction, 49,251,842 Resulting Issuer Shares became issued and outstanding, comprised of a total of 22,124,842 SVS and 271,270 PVS (such PVS convertible into an aggregate of 27,127,000 SVS), of which 237,045 PVS, representing approximately 48.13% of the issued outstanding voting shares, were acquired and are now held Daren Trousdell (through KOAT Holdings LLC), the Chief Executive Officer and Chairman of the Board of Director of the Corporation. Mr. Trousdell did not hold shares in Good2Go Corp. prior to closing of the Transaction.
To obtain a copy of the early warning report to be filed in connection with the acquisition of the PVS by Mr. Trousdell in connection with the Transaction, please visit the Corporation’s profile on SEDAR at www.sedar.com or please contact Andre Garber at [email protected].
In connection with the Transaction, the auditor of NVG, Grant Thornton LLP, has been appointed the auditor of the Corporation.
The Resulting Issuer also announces that, subject to the approval by the TSXV, it has retained the services of Hybrid Financial Inc. (“Hybrid Financial“) to provide market making services in accordance with TSXV policies. Hybrid Financial will provide investor relations services to the Resulting Issuer, as well as capital markets services. In consideration of the services provided by Hybrid Financial, the Resulting Issuer will pay Hybrid Financial a one-time fee of $50,000 as well as a monthly cash fee of $22,500 for an initial term of twelve months and renewable thereafter. The Resulting Issuer and Hybrid Financial are unrelated and unaffiliated entities. Hybrid Financial will not receive shares or options as compensation. Hybrid Financial is a sales and distribution company that actively connects issuers to the investment community across North America.
WeirFoulds LLP acted as legal counsel to G2G. and Echelon Wealth Partners Inc. acted as lead agent on the Private Placement. Dickinson Wright LLP and PLLC acted as Canadian and U.S. counsel to Agents in the Private Placement. Fasken Martineau DuMoulin LLP acted as legal counsel to NVG and Wilson Sonsini, Goodrick & Rosati acted as U.S. counsel to NVG.
Founded in 2020, NVG is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NVG is focusing on scaling its current efforts in the global automotive and government verticals, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NVG is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about NVG, visit www.nowvertical.com.
G2G was incorporated under the Business Corporations Act (Ontario) on February 28, 2018 and is a capital pool company listed on the Exchange. G2G has no commercial operations and has no assets other than cash. G2G’s only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.
Trading in the securities of a capital pool company should be considered highly speculative. Shares of G2G are currently halted from trading on the Exchange and trading is not expected to resume until closing of the Proposed Transaction. 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.
All information contained in this press release with respect to G2G and NVG was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This news release may contain forward‐looking statements (within the meaning of applicable securities laws) which reflect the Corporation’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Corporation’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the future success of the Corporation’s business.
The forward-looking statements in this news release are based on certain assumptions, including without limitation the Shares beginning trading on the TSXV. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE NowVertical Group, Inc.