Hunter Technology Corp. (TSX-V: HOC; OTCQB: HOILF; WKN: A2QEYH,
FSE: RWPM, ISIN: CA4457371090) (“
Hunter” or the
“
Company”) is pleased to announce that it has
entered into a letter agreement (the “
Letter
Agreement”) with FinFabrik Limited of Hong Kong
(“
FinFabrik”) and the holders of a majority of
FinFabrik’s outstanding share capital (the
“
Principals”) pursuant to which the parties to the
Letter Agreement have agreed to use reasonable commercial efforts
to negotiate and agree on a definitive purchase and sale agreement
(the “
Purchase Agreement”) for a transaction (the
“
Transaction”) in which Hunter will acquire all of
the issued and outstanding shares of FinFabrik for aggregate gross
consideration of USD $12,000,000, payable through the issuance of
13,333,333 common shares of Hunter (“
Hunter
Shares”) at a deemed price of USD $0.90 per Hunter Share.
"We are very pleased to be partnering with the
team at FinFabrik," said Andrew Hromyk, Hunter's CEO. "Their proven
track record in developing commercial software will enable Hunter
to bring our OilEx and OilExchange platforms to market at an
accelerated pace, while driving new revenue growth across the
existing, mature IP that FinFabrik has developed."
About FinFabrikFounded in 2016,
FinFabrik is a Hong-Kong based financial technology company,
powering institutions, professional investors, and managed capital
in a new era of digital marketplaces.
FinFabrik has a history of building software
solutions designed to increase efficiency in complex markets. Its
scalable applications integrate issuance, deal matching and
settlement in one end-to-end compliant process. This improves
access and experience for counterparties, automates manual
processes, and accelerates closings by enabling marketplaces with
deep liquidity and broad participation.
FinFabrik’s core platform CrossPool is a
marketplace as a service, supporting a standardized lifecycle in
both conventional and alternative assets. CrossPool enables fully
digital, real-time transactions in an environment of transparency,
security, and trust. The system leverages distributed ledger
technology for identity management, process compliance, provenance
tracing, record immutability and enforceability of contracts.
The FinFabrik team combines decades of
experience in finance and technology with experts in asset
management, trading systems, enterprise software and cryptography.
The Principals of FinFabrik are Mr. Alex Medana, CEO, and Dr.
Florian M. Spiegl, COO.
"We are thrilled to combine forces with seasoned
executives who share a common vision to enter a new era in physical
oil trading. There is strong synergy in combining Hunter’s
expertise and network in the traditional oil industry with our
leadership in marketplace technology. For FinFabrik this opens our
next chapter and confirms our strategy to partner with
industry-leading innovators," said Alex Medana.
"The oil industry as market essential to the
global economy is at an inflection point," added Florian Spiegl.
"Intense competition, shifting supply and demand and the need to be
more sustainable create one of the industry’s most transformative
moments. This offers the tremendous opportunity for competitive
players to be at the forefront of a new age. I’m excited about our
partnership with Hunter to build an agile, technology-led provider
of global market access for independent producers."
Transaction TermsThe Letter
Agreement provides that the parties will use reasonable commercial
efforts to negotiate and agree on the Purchase Agreement for the
Transaction by Dec. 18, 2020, and sets forth the general terms of
the Transaction to be reflected in the definitive Purchase
Agreement. These terms include the issuance of 13,333,333 Hunter
Shares to the holders of FinFabrik ordinary shares (the
“FinFabrik Shareholders”) at a deemed price of USD
$0.90 per Hunter Share for gross consideration of USD $12,000,000.
The Hunter Shares issued to the FinFabrik Shareholders in
connection with the Transaction will be subject to contractual hold
periods of up to one year. The Purchase Agreement will
include usual and customary representations and warranties and
pre-closing covenants to conduct the business of FinFabrik in the
ordinary course until closing. Closing of the Transaction will be
subject to approval by the respective boards of Hunter and
FinFabrik as well as standard closing conditions, including
completion of Hunter's due diligence review of FinFabrik,
settlement of certain related party debts of FinFabrik prior to
closing, and the delivery of audited financial statements of
FinFabrik to Hunter. It is anticipated that the Principals will be
appointed as directors and/or officers of Hunter at Closing, in
roles and on terms to be negotiated by the Principals and
Hunter. No finder's fees will be paid in respect of the
Transaction.
The Letter Agreement also provides that the
FinFabrik Shareholders and other parties may, concurrent with the
execution of the Purchase Agreement, subscribe for additional
Hunter Shares in a non-brokered private placement (the
"Private Placement") with gross proceeds to Hunter
of not more than USD $3,000,000 and at a price of USD $0.75 per
Hunter Share. Proceeds of the Private Placement would be used
for general working capital purposes. Hunter Shares issued
pursuant to the Private Placement will be subject to both a
statutory and Exchange hold period of four months and a day from
the date of closing. The Transaction and the Private Placement are
expected to close on or before Dec. 31, 2020. The Transaction
and the Private Placement are subject to receipt of all required
approvals, including approval of the TSX Venture Exchange.
About Hunter Technology Corp.
Hunter Technology Corp. is an oil industry service provider
developing interactive platforms to enable the facilitation of
physical oil transactions throughout the trade lifecycle, with more
favourable economics for producers and access to a fair market for
all. Through oilex.com Hunter will operate a physical oil
marketplace to facilitate the buying and selling of physical oil by
independent producers to corporate consumers, traders and sovereign
purchasers. And through oilexchange.com, Hunter will offer robust
supply chain management tools that track physical oil throughout
the supply chain and automate the reporting process.
ON BEHALF OF THE BOARD OF DIRECTORS Andrew
Hromyk
Chief Executive Officer(888) 977-0970
For further information, visit our
website at
www.huntertechnology.com
NEITHER TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES
OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
THIS PRESS RELEASE, REQUIRED BY
APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Cautionary Statement Regarding
Forward-Looking Information.This news release contains
certain statements which may constitute forward-looking statements
or information regarding Hunter’s business development plans. Such
forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond Hunter's control, including
execution risk, market risk, industry risk, the impact of general
economic conditions and competition from other industry
participants, stock market volatility, the ability to access
sufficient capital from internal and external sources, the ability
of Hunter and FinFabrik to agree to terms for a Purchase Agreement,
If at all, the FinFabrik Shareholders agreeing to the Purchase
Agreement in a timely manner, Hunter completing a satisfactory due
diligence review of FinFabrik, Hunter reaching an agreement with
the Principals to serve with Hunter following Closing, receipt of
any required corporate and regulatory approvals, and closing of the
Transaction. In addition, there Is no guarantee that any FinFabrik
Shareholders will subscribe to the Private Placement.
Although Hunter believes that the expectations in its
forward-looking statements are reasonable, they are based on
factors and assumptions concerning future events which may prove to
be inaccurate. Those factors and assumptions are based upon
currently available information. Such forward-looking statements
are subject to known and unknown risks, uncertainties and other
factors that could influence actual results or events and cause
actual results or events to differ materially from those stated,
anticipated or implied in the forward-looking statements. As such,
readers are cautioned not to place undue reliance on the
forward-looking statements, as no assurance can be provided as to
future results, levels of activity or achievements. The
forward-looking statements contained in this news release are made
as of the date of this news release and, except as required by
applicable law, Hunter does not undertake any obligation to
publicly update or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary statement.
Trading in the securities of Hunter should be considered highly
speculative. There can be no assurance that Hunter will be able to
achieve all or any of its proposed objectives. Please review
Hunter’s Filing Statement dated October 21, 2020 and filed under
the Company's SEDAR profile at www.sedar.com for a more
fulsome discussion of risk factors affecting Hunter.
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