Vancouver, British Columbia (September 30, 2020) – Whatcom Capital Corp. (TSXV: WHAT.P) (“Whatcom” or the “Company“), a capital pool company, is pleased to announce that further to its news release dated August 11, 2020, announcing the proposed three cornered amalgamation “Transaction“) with Nexe Innovations Inc. (“NEXE“) which will constitute the “Qualifying Transaction” of Whatcom, as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange“), NEXE has completed a brokered private placement (the “Brokered Private Placement“) of 11,437,500 subscription receipts (each, a “Subscription Receipt“) at a price of $0.80 per Subscription Receipt for aggregate gross proceeds of $9,150,000. The Brokered Private Placement was led by Canaccord Genuity Corp. (“Canaccord“). The net proceeds of the Brokered Private Placement are being held in escrow by TSX Trust Company (the “Escrow Agent“) pursuant to the subscription receipt agreement among Whatcom, NEXE, Canaccord and the Escrow Agent.
In connection with the Transaction, Whatcom will also be completing a consolidation of its common shares (the “Consolidation“), wherein every shareholder will receive one new Whatcom common share (a “New Whatcom Share“) for every two and a half (2.5) pre-Consolidation Whatcom common shares. Upon the closing of the Transaction, the securities issuable pursuant to each Subscription Receipt will automatically be exchanged for one New Whatcom Share and one Whatcom common share purchase warrant (each a “Financing Warrant“), with each whole Financing Warrant exercisable into a New Whatcom Share at an exercise price of $1.00 for a period of twelve months from the escrow release date.
NEXE will also be completing a non-brokered private placement of units at a price of $0.80 per unit (each a “Unit“) in conjunction with closing the Transaction. Each Unit will consist of one common share of NEXE and one share purchase warrant, with each warrant entitling the holder to purchase a common share of NEXE at a price of $1.00 per share for a period of twelve months from the date of closing.
Whatcom has submitted a filing statement to the Exchange for review and is working with NEXE to complete the required filings with the Exchange and to complete the proposed Transaction.
The Transaction is subject to a number of terms and conditions, including (among other things) the approval of the Exchange. If completed, the Transaction will constitute the “Qualifying Transaction” of Whatcom and Whatcom will continue the business of NEXE as a “technology” issuer. As part of the Transaction, Whatcom will change its name to “Nexe Innovations Inc.” (or such other name as may be acceptable to Whatcom, NEXE and the Exchange).
See Whatcom’s news release dated August 11, 2020 for additional information about the Transaction, NEXE and its business. Whatcom and NEXE will issue additional news releases related to the Transaction, and other material information as it becomes available. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading in the shares of Whatcom is presently halted. The shares of Whatcom will remain halted until the Transaction is completed and approved by the Exchange.
Chief Executive Officer, Chief Financial Officer,
Director and Corporate Secretary
Tel: (604) 376-3567
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. 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 a capital pool company should be considered highly speculative. All information in this news release concerning NEXE has been provided for inclusion herein by NEXE. Although Whatcom has no knowledge that would indicate that any information contained herein concerning NEXE is untrue or incomplete, Whatcom assumes no responsibility for the accuracy or completeness of any such information. 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.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this release are forward-looking statements or information, which include completion of the proposed Transaction and related financing, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. More particularly, this release contains statements concerning the anticipated Offering. Accordingly, there is a risk that the Offering will not be completely sold, or the Offering will be completed within the anticipated time or at all. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, Whatcom disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Whatcom undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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