Mr. Robert Munro reports
GIVEX CORPORATION AND COUNTY CAPITAL 2 LTD. ANNOUNCE CLOSING OF UPSIZED $22 MILLION PRIVATE PLACEMENT AND UPLISTING TO THE TORONTO STOCK EXCHANGE IN CONNECTION WITH QUALIFYING TRANSACTION
County Capital 2 Ltd. target Givex Corp., amid oversubscribed investor demand, has completed an upsized brokered private placement and a concurrent non-brokered private placement of subscription receipts at a price of $1.00 per subscription receipt for aggregate gross proceeds of $22-million. The brokered offering was led by Research Capital Corp., as lead agent and sole book runner, on behalf of a syndicate of agents, including Canaccord Genuity Corp. and Paradigm Capital Inc., pursuant to the terms of an agency agreement dated Nov. 12, 2021.
Don Gray, chief executive officer and founder of Givex, reports: “We are very pleased to have completed this financing, with strong investor response, to fund Givex’s ongoing acquisition strategy and working capital. This enables Givex to expand our business development and market opportunities on deploying the Givex platform to additional clients. I would like to thank County Capital 2 Ltd. and the existing shareholders of Givex Corp. who participated in this financing, along with the new investors who have supported this offering and the continuing growth of Givex.”
Toronto Stock Exchange uplisting
Givex and CC2 are also pleased to announce that they have received conditional approval for CC2 to graduate from the TSX Venture Exchange and to list the common shares in the capital of the resulting issue on the Toronto Stock Exchange under ticker symbol “GIVX” upon completion of the proposed transaction .
Final approval of the listing of the shares on the TSX is subject to Givex and the resulting issuer meeting certain customary conditions required by the TSX. CC2 will issue a press release once the TSX confirms the date when trading of the shares is expected to commence on the TSX. Upon completion of the final listing requirements, the shares will be delisted from the TSX-V.
Qualifying transaction update
Further to Givex and CC2’s news releases on Oct. 5, 2021, and Oct. 12, 2021, the offering was completed in connection with the proposed business combination among Givex, CC2 and a wholly owned subsidiary of CC2. In addition, Givex and CC2 have entered into a business combination agreement among Givex, CC2 and a wholly owned subsidiary of CC2, pursuant to which they will complete the proposed transaction. The proposed transaction, once complete, is expected to result in the reverse takeover of CC2 and will constitute CC2’s qualifying transaction, as such term is defined in the policies of the TSX-V.
Additional offering details
In connection with the offering, Givex issued an aggregate of 22 million subscription receipts, of which 17.59 million subscription receipts and 4.41 million subscription receipts were issued pursuant to the brokered offering and non-brokered offering, respectively, at a price of $1.00 per subscription receipt for aggregate gross proceeds of $22-million.
Immediately prior to the closing of the proposed transaction, and provided the escrow release conditions are satisfied or waived (to the extent waiver is permitted), each one subscription receipt shall be converted automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Givex.
Each unit will consist of one Class A ordinary share of Givex and one-half of one Class A ordinary share purchase warrant. Each underlying warrant will entitle the holder to purchase one Class A ordinary share of Givex at an exercise price of $1.25 per warrant share, until the date that is 24 months following the date of the RTO closing. In connection with the RTO closing, each underlying share and underlying warrant will immediately thereafter be exchanged for one common share of the resulting issuer and one common share purchase warrant of the resulting issuer, respectively.
The gross proceeds of the offering, net of the agents’ expenses, 50 per cent of the agents’ commission, 50 per cent of the agents’ advisory fee and 50 per cent of the WD Capital advisory fee, are being held in escrow pursuant to the terms of a subscription receipt agreement dated Nov. 12, 2021, among Givex, CC2, the lead agent and TSX Trust Company, as subscription receipt agent. Upon satisfaction or waiver of the escrow release conditions, the escrowed funds together with any interest earned thereon, will be released to the resulting issuer, less the remaining agents’ commission, agents’ advisory fee and agents’ expenses, which will be paid to the agents, and less the remaining WD Capital advisory fee, which will be paid to WD Capital Markets Inc., all in accordance with the terms set out in the subscription receipt agreement. If the escrow release conditions are not satisfied or waived within 120 days of closing the offering, including if the conditions precedent to the proposed transaction are not completed, satisfied or waived, the subscription receipts will be cancelled without any further action and the escrowed funds together with any interest earned thereon will be returned to subscribers on a pro rata basis with any shortage of funds being paid by Givex. Upon completion of the proposed transaction, the net escrowed funds, together with any interest earned thereon, will be used to further develop the business of the resulting issuer and for general working capital purposes.
In consideration for the agents’ services rendered in connection with the offering, the agents received a cash commission of $1,231,300, representing 7.0 per cent of the gross proceeds of the brokered offering and an advisory fee in the amount of $132,300. On closing of the offering, the agents received 50 per cent of the agents’ commission and 50 per cent of the agents’ advisory fee, with the balance forming part of the escrowed funds. In addition, as further consideration, Givex granted the agents an aggregate of 132,300 advisory options and 1,231,300 compensation options, representing 7.0 per cent of the number of subscription receipts issued under the brokered offering. Each compensation option will be exercisable for one unit (subject to any necessary adjustments) at the offering price for a period of 24 months following the RTO closing date. Each compensation unit will comprise one Class A ordinary share of Givex and one-half of one Class A ordinary share purchase warrant of Givex. Each compensation warrant shall be exercisable into one Class A ordinary share of Givex at a price of $1.25 for a period of 24 months from the RTO closing date (subject to any necessary adjustments). Pursuant to the proposed transaction, each compensation option will be exchanged into compensation options of the resulting issuer on economically equivalent terms. In addition, as further consideration in connection with services rendered by the lead agent in connection with the offering, the lead agent received 250,000 units.
In consideration for the advisory services rendered by WD Capital Markets Inc. in connection with the offering, WD Capital Markets Inc. received an advisory fee of $175,000 and 175,000 compensation options, on the same terms as the compensation options. On closing of the offering, WD Capital Markets Inc. received 50 per cent of the WD Capital advisory fee, with the balance forming part of the escrowed funds.
About Givex Corp.
Givex is a financial technology company with a 20-year record of sustainable, profitable growth that has developed and commercialized a cloud-based, omnichannel technology platform, seamlessly integrating gift and loyalty programs, point-of-sale systems and flexible payment services to enterprise level retail and hospitality merchants across the globe. With clients including some of the world’s largest brands, Givex’s platform is currently deployed in over 90,000 client locations across 70 countries.
About County Capital 2 Ltd.
CC2 brings together an elite group of industry leaders with a mandate to create and complete a series of professionally managed capital pool companies.
We seek Safe Harbor.
