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GOLO Mobile Inc. announces completion of qualifying transaction
Jun 27, 2019
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES
MONTRÉAL, QUÉBEC – June 27, 2019 – GOLO Mobile Inc. ("GOLO" or the "Corporation") (TSX Venture: GOLO), formerly HAW Capital Corp. (“HAW”), is pleased to announce that it has completed its previously announced qualifying transaction (the “Qualifying Transaction”) pursuant to the policies of the TSX Venture Exchange (“TSXV”). For additional information about the Qualifying Transaction, please see the Corporation’s press releases dated February 4, 2019, April 1, 2019 and April 29, 2019 and the information circular with respect to, among other things, the Qualifying Transaction dated May 24, 2019 (the “Information Circular”), which are available at www.sedar.com.
The Corporation has received conditional approval from the TSXV for the Qualifying Transaction and the Qualifying Transaction and related matters received the requisite approval of HAW shareholders at the annual general and special meeting of HAW held on June 26, 2019. Trading in the common shares of the Corporation (the “Common Shares”) is expected to commence on the TSXV under the symbol “GOLO” the week of July 2, 2019 following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.
Pursuant to the Qualifying Transaction: (i) GOLO Inc. (“Old GOLO”) completed its previously announced private placements for aggregate gross proceeds of $6,750,000; (ii) HAW continued as a corporation under the Canada Business Corporations Act (the “CBCA”) and changed its name to GOLO Mobile Inc.; and (iii) Old GOLO and a wholly-owned subsidiary of HAW amalgamated under the CBCA (the “Amalgamation”) and continued as one Corporation, GOLO Inc. (“Amalco”), which is a wholly-owned subsidiary of the Corporation. As a result of the Amalgamation, an aggregate of 113,235,292 Common Shares were issued to shareholders of Old GOLO in exchange for all of the issued and outstanding common shares of Old GOLO, an aggregate of 31,617,646 warrants to acquire Common Shares (“Warrants”) were issued in exchange for share purchase warrants to acquire common shares in the capital of Old GOLO and an aggregate of 970,588 warrants to acquire units comprised of one Common Share and one half of one Warrant were issued to Canaccord Genuity Corp. in exchange for the finder warrants of Old GOLO issued in connection with the non-brokered component of the private placements.
The board of directors of the Corporation now consists of five directors: Danny Chazonoff, Brahm Gelfand, Brian Kreisman, Robert McCue and Jean-François Noël. The officers of the Corporation are Jean-François Noël (President and Chief Executive Officer) and Stephane Morneau (Chief Financial Officer and Corporate Secretary).
Following completion of the Qualifying Transaction and the issuance of 175,230 Common Shares upon the pre-closing exercise of a portion of the agent’s options issued in connection with HAW’s initial public offering, the Corporation now has 126,950,522 Common Shares issued and outstanding, on a non-diluted basis. The aggregate 107,058,822 Common Shares and 23,529,411 Warrants held by certain shareholders of the Corporation, including Paysafe UK GOLO Holdco Limited (the “Majority Shareholder”) and James McRoberts, are subject to escrow restrictions as further described in the Information Circular. The directors and officers of the Corporation, as a group, do not beneficially own, or control or direct, directly or indirectly, any Common Shares.
The Corporation expects to issue an aggregate of 6,225,000 options to acquire Common Shares to certain directors and officers of the Corporation pursuant to its new stock option plan that was adopted in connection with the Qualifying Transaction. The full text of the new stock option plan can be found in the Information Circular.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the Qualifying Transaction, each of James McRoberts and the Majority Shareholder acquired ownership, control or direction over Common Shares and/or other securities of the Corporation requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to completion of the Qualifying Transaction, James McRoberts had ownership of, or exercised control or direction over, 2,000,000 common shares of HAW (“HAW Shares”) and 400,000 options to acquire HAW Shares. In connection with the Qualifying Transaction, James McRoberts acquired 23,529,411 Common Shares and 23,529,411 Warrants in exchange for his common shares and warrants in the capital of Old GOLO. Following completion of the Qualifying Transaction, James McRoberts has ownership of, or exercises control or direction over, 25,529,411 Common Shares (representing approximately 20.1% of the issued and outstanding Common Shares on a non-diluted basis), 23,529,411 Warrants and 400,000 options to acquire Common Shares (representing approximately 30.6% of the issued and outstanding Common Shares on a fully-diluted basis).
Prior to the completion of the Qualifying Transaction, the Majority Shareholder had no ownership of, or exercised control or direction over, any voting or equity securities of HAW. In connection with the Qualifying Transaction, the Majority Shareholder acquired ownership of 73,529,411 Common Shares (representing approximately 57.9% of the issued and outstanding Common Shares on a non-diluted basis and 45.6% on a fully diluted basis) in exchange for its common shares in the capital of Old GOLO.
As more particularly described in the Information Circular, the deemed value of the Common Shares issued in connection with the Qualifying Transaction was $0.17 per Common Share.
Each of James McRoberts and the Majority Shareholder: (i) acquired the Common Shares in connection with the Qualifying Transaction; (ii) holds the Common Shares for investment purposes; and (iii) does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Corporation. As disclosed in the Information Circular, the securities of the Corporation held by each of James McRoberts and the Majority Shareholder are subject to escrow restrictions. Upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions, each of James McRoberts and the Majority Shareholder may, from time to time and depending on market and other conditions, acquire additional Common Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise, or may sell all or some portion of the Common Shares they owns or controls, or may continue to hold the Common Shares.
Copies of the early warning reports may be obtained from Stephane Morneau, Chief Financial Officer and Corporate Secretary, GOLO Mobile Inc., 514-380-2700, email@example.com.
GOLO is a Montréal-based food delivery services corporation incorporated under the CBCA. GOLO’s operations launched in 2015 as a mobile and web-based “order ahead” platform emphasizing individual user experience through convenient “to your seat” delivery at venues or stadiums and expediting item pickup from express lanes. Since then, GOLO has rapidly evolved to become a broader platform offering, customized to service multiple industries or communities such as cities, airports, office towers, condo towers, hotels, hospitals and convention centers.
For further information: Please contact Stephane Morneau, Chief Financial Officer and Corporate Secretary, GOLO Mobile Inc., 514-380-2700, firstname.lastname@example.org.
Certain statements contained in this news release, such as the anticipated trading day on the TSXV, constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Corporation’s financial condition and development plans do not change as a result of unforeseen events and that the Corporation obtains regulatory approval. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Corporation’s financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable the mobile delivery industry and to the Corporation as set forth in the Corporation’s Information Circular in respect of the Qualifying Transaction filed under the Corporation’s profile at www.sedar.com. The Corporation undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.