TORONTO, Feb. 6, 2020 /CNW/ - Hope Well Capital Corp.
(TSXV: HOPE.P) ("Hope Well")
and Loc8 Corp. ("Loc8") are pleased to announce that they
have entered into a letter of intent (the "LOI") dated
February 6, 2020 (the "Effective
Date"). Pursuant to this LOI, Hope
Well will acquire all of the issued and outstanding
securities of Loc8, with such acquisition constituting a reverse
take-over of Hope Well (the
"Transaction"). Hope Well, a
Capital Pool Company, intends that the Transaction will constitute
an arm's length Qualifying Transaction (as such terms are defined
in Policy 2.4 of the Corporate Finance Manual of the TSX Venture
Exchange (the "TSXV")).
Trading in the common shares of Hope
Well has been halted since May 10,
2019. Trading will remain halted until, among other things,
Hope Well completes certain
regulatory filings in connection with the Qualifying Transaction
with the TSXV and the TSXV has completed certain matters it
considers necessary or advisable.
Terms of the Transaction
Hope Well and Loc8 intend to
complete the Transaction by way of a securities exchange agreement
or other similar transaction, whereby Hope
Well will acquire all of the securities of Loc8 to form the
resulting issuer under the new name "Deepspatial AI" (the
"Resulting Issuer"). Hope
Well currently has 7,724,999 common shares issued and
outstanding. Additionally, Hope Well
has 772,499 options outstanding under its incentive stock option
plan.
Prior to the completion of the Concurrent Financing (as
hereinafter defined), Loc8 has 82,925,0000 common shares issued and
outstanding. Each of the common shares of Loc8, including
those common shares issued pursuant to the Concurrent Financing (as
defined below), will be exchanged for one common share of the
Resulting Issuer.
On completion of the Transaction, all outstanding Loc8 shares
(including Loc8 shares issued in the Concurrent Financing), will be
exchanged for Resulting Issuer Shares at the rate of one Loc8 Share
for each Resulting Issuer Share.
Upon completion of the Transaction and the minimum Concurrent
Financing, the fully-diluted common shares of the Resulting Issuer
shall be held as follows (excluding any broker warrants that may be
issued in the Concurrent Financing): Loc8 securityholders – 83.4%;
Concurrent Financing subscribers – 8.0%; existing Hope Well shareholders – 7.8%; and existing
Hope Well optionholders – 0.8%.
About Loc8
Loc8 Corp. (operating as Deepspatial AI) is an artificial
intelligence (AI) powered location intelligence platform which
combines geospatial data with internal organizational data to
provide complete enterprise solutions to drive the success of the
business. Loc8 processes geospatial data and uses proprietary AI
algorithms to help businesses make data driven decisions. Loc8 has
developed and is developing a range of products built on advanced
AI powered platforms to solve modern organizational problems.
Loc8 processes business data geospatially and creates knowledge
and insights that help businesses know who their customers are
(customer archetypes), inventory management, site selection,
targeted marketing, predict what they need and supply it optimally.
It brings geo-personalisation to any business as a service using
AI. Loc8's AI platform can be integrated into retail chains,
logistics firms, manufacturing supply chain companies, banks and
more.
Conditions Precedent
The LOI contemplates that the following condition precedents be
met prior to the closing of the Transaction: (i) receipt of all
regulatory approvals with respect to the Transaction and listing of
the Resulting Issuer shares on the TSXV; (ii) all third party
consents necessary to complete the Transaction are obtained; (iii)
no adverse material change in the business, affairs, financial
condition or operations of Loc8 or Hope
Well has occurred between the Effective Date and the closing
date; and (iv) the Concurrent Financing (as defined below) shall
have been completed. As well, sponsorship of a Qualifying
Transaction of a capital pool company is required by the TSXV
unless exempt in accordance with the policies of the TSXV.
Concurrent Financing
Loc8 shall arrange for a brokered private placement financing of
a minimum of $2,000,000 and a maximum
of $3,000,000 to be completed
concurrent to the Transaction (the "Concurrent Financing").
The Concurrent Financing shall be comprised of a minimum of
8,000,000 shares and a maximum of 12,000,000 shares of Loc8, at an
issue price of $0.25 per share.
Description of Significant Conditions to
Closing
Completion of the Qualifying Transaction will be subject to
satisfaction of waiver of terms and conditions, customary or
otherwise, including but not limited to, satisfactory completion of
due diligence, execution of a definitive agreement and all required
approvals and consents, including the approval of the TSXV.
If completed, the proposed transaction is expected to constitute
Hope Well's Qualifying Transaction
under Policy 2.4 of the TSXV.
Completion of the Qualifying Transaction is subject to a
number of conditions including but not limited to, due diligence,
Exchange acceptance and if required by Exchange policies, majority
of the minority shareholder approval. Where applicable, the
Qualifying Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
Qualifying Transaction will be completed as proposed or at
all. Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying 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. The TSXV has in no way
passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press
release.
Additional Press Release
Hope Well plans on issuing
additional press releases and updates as the definitive agreement
is signed and due diligence is completed, setting out further terms
of the Transaction, which shall include information about
Hope Well upon closing of the
Transaction, further information about Loc8 including financial
information, further information about the Concurrent Financing,
and further information about the Resulting Issuer including
proposed management. The shares of Hope Well will remain halted until Hope Well satisfies the requirements of the TSXV
for resuming the trading of the Hope Well Shares or until
completion of Qualifying Transaction.
About Hope Well
Hope Well is a CPC governed by
the policies of the TSXV. Hope
Well's principal business is the identification and
evaluation of assets or businesses with a view to complete a
Qualifying Transaction. Investors are cautioned that trading in the
securities of a CPC should be considered highly speculative.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" within
the meaning of applicable securities laws relating to the proposal
to complete the Qualifying Transaction and associated transactions,
including statements regarding the terms and conditions of the
Qualifying Transaction and associated transactions. Any such
forward-looking statements may be identified by words such as
"expects", "anticipates", "believes", "projects", "plans" and
similar expressions. Readers are cautioned not to place undue
reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risks that the
parties will not proceed with the Qualifying Transaction and
associated transactions, that the ultimate terms of the Qualifying
Transaction and associated transactions will differ from those that
currently are contemplated, and that the Qualifying Transaction and
associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or
clearances from regulatory authorities), as well as other risks and
uncertainties, including those described in Hope Well's final prospectus dated March 24, 2017 filed with the British Columbia
Securities Commission, the Alberta Securities Commission and the
Ontario Securities Commission and available on www.sedar.com.
The statements in this news release are made as of the date of this
release. Hope Well undertakes
no obligation to update any such forward-looking statements if
circumstances or management's estimates or opinions should change
except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on any such forward-looking
statements. Hope Well undertakes no
obligation to comment on analyses, expectations or statements made
by third parties in respect of Hope
Well and Loc8, or their respective financial or operating
results or (as applicable), their securities.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON
THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR
DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.
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.
SOURCE Hope Well Capital Corp.