TORONTO, July 30, 2021 /CNW/ - Prodigy Ventures Inc.
(TSXV: PGV) ("Prodigy" or the "Company") is
pleased to announce that today it has completed the previously
announced acquisition of FICANEX Technology Limited Partnership
("FICANEX Technology"), a Fintech platform business, for a
purchase price of $4,000,000 (the
"Transaction") (see press release dated July 12, 2021).
Pursuant to the terms of the unit purchase agreement whereby a
wholly-owned subsidiary of Prodigy has acquired all of the
outstanding units of Ficanex Technology, on closing the Company has
issued the vendors an aggregate of 26,666,667 units ("Prodigy
Units") in the capital of Prodigy. Each Prodigy Unit consists
of one common share of the Company (a "Common Share") and
0.15 of a Common Share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant is exercisable to acquire one
Common Share at a price of $0.25 for
a period of 2 years from the closing of the Transaction, provided
that if, at any time prior to the date that is 2 years from the
closing date, the volume weighted average trading price of the
Common Shares on the TSX Venture Exchange, or other principal
exchange on which the Common Shares are listed, is greater than
$0.35 for 20 consecutive trading
days, the Company may, within 15 days of the occurrence of such
event, deliver a notice to the holders of Warrants accelerating the
expiry date of the Warrants to the date that is 45 days following
the date of such notice (the "Accelerated Exercise Period").
Any unexercised Warrants shall automatically expire at the end of
the Accelerated Exercise Period.
The Vendor receiving the greatest number of Prodigy Units in
connection with the completion of the Transaction, Ficanex Services
Limited Partnership, has the ability to nominate one director to
the Prodigy board of directors that is acceptable to the Prodigy
board. Tom Beckerman, the Company's
Chief Executive Officer, has agreed to vote all common shares over
which he has voting control (approximately 64.8% of the outstanding
common shares) in favour of such nominee. This agreement will
remain in effect for a period of 24 months, unless terminated
earlier in accordance with the terms of the agreement.
The Transaction is arm's length and no finder's fees were paid
in respect of the Transaction.
In connection with the Transaction, the Company's Chief
Executive Officer, Tom Beckerman has
filed an early warning report under the Company's profile on
www.sedar.com as summarized below. This press release is
being disseminated as required by National Instrument 62-103, The
Early Warning System and Related Take-Over Bids and Insider
Reporting Issues in connection with the filing of an early warning
report.
Tom Beckerman of 82 Kilbarry
Road, Toronto, Ontario M5P 1K7
owns 78,774,816 common shares in the capital of the Company
(directly and through his RRSP). In addition, Mr. Beckerman
controls an additional 14,202,274 common shares pursuant to a
voting trust agreement entered into with certain shareholders (who
are together referred to herein as "Voting Trust
Shareholders"). As a result of Prodigy Units issued in
connection with the Transaction described above, the percentage of
common shares of the Company owned or controlled by Mr. Beckerman
decreased from 79.7% to 64.8% as calculated in accordance
with National Instrument 62-104 Take-Over Bids and Insider
Bids ("NI 62-104"). In Mr. Beckerman's most
recently filed early warning report he owned or controlled 80.7% of
the common shares and the resulting 15.9% reduction (which is the
result of a combination of previous decreases of shares subject to
voting trust agreements and increases to the number of issued and
outstanding common shares) has resulted in the requirement to file
this report.
Immediately before the transaction that triggered the
requirement to file the report, Mr. Beckerman owned or controlled a
total of 92,977,090 common shares representing 79.7% of the issued
and outstanding common shares as calculated in accordance with NI
62-104. Immediately following the transaction that triggered the
requirement to file the report, Mr. Beckerman owned or controlled a
total of 92,977,090 common shares representing 64.8% of the issued
and outstanding common shares as calculated in accordance with NI
62-104.
Neither Mr. Beckerman, nor to the knowledge of Mr. Beckerman,
any applicable Voting Trust Shareholders, have a present intention
to acquire or dispose of additional securities. Such
intention may change depending on various factors including,
without limitation, the Company's financial position, the price
levels of the common shares of the Company, conditions in the
securities markets and general economic and industry conditions,
the Company's business or financial condition, and other factors
and conditions Mr. Beckerman and/or the Voting Trust Shareholders
deem appropriate, Mr. Beckerman and/or the Voting Trust
Shareholders may acquire or dispose of additional securities in the
future but have no current plans or future intentions to do
so. The Voting Trust Shareholders may dispose of their shares
at any time without the approval of Mr. Beckerman.
About Prodigy Ventures Inc.
Prodigy delivers Fintech innovation. The Company provides
leading edge platforms, including IDVerifact™ for digital
identity, and new Fintech platforms for open banking and payments.
Our services business, Prodigy Labs™, integrates and
customizes our platforms for unique enterprise customer
requirements, and provides technology services for digital
identity, payments, open banking and digital transformation.
Digital transformation services include strategy, architecture,
design, project management, agile development, quality engineering
and staff augmentation. Prodigy has been recognized as one
of Canada's fastest growing companies with multiple
awards: Deloitte's Fast 50 Canada and Fast 500 North America (2016,
2017, 2018), Branham 300 (2017, 2018), Growth List (2018, 2019 and
2020), and Canada's Top Growing
Companies (2019 and 2020).
For more information on Prodigy Ventures visit
https://prodigy.ventures
About FICANEX Technology
FICANEX Technology empowers financial services providers to
accelerate innovation by providing next-generation digital services
in support of financial institutions across Canada, allowing them to effectively compete
in the digital era. FICANEX Technology has its roots in
collaboration and developed and supports the tunl. Fintech
integration marketplace and open banking platform. Today,
FICANEX Technology is well known for its tunl.chat solution and its
innovative roadmap that focuses on operational efficiency and
delivering an improved customer experience for financial
institutions of all sizes across Canada.
For more information on FICANEX Technology
visithttps://ficanex.technology
Forward-Looking and Cautionary Statements
Certain information set out in this news release constitutes
forward-looking information. Forward looking statements are often,
but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "intend", "could", "might", "should", "believe" and similar
expressions. Forward looking statements in this press release
include statements regarding the anticipated benefits of the
Transaction. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions, and that information obtained from
third party sources is reliable, they can give no assurance that
those expectations will prove to have been correct. Readers are
cautioned not to place undue reliance on forward-looking statements
included in this document, as there can be no assurance that the
plans, intentions or expectations upon which the forward-looking
statements are based will occur. By their nature, forward-looking
statements involve numerous assumptions, known and unknown risks
and uncertainties that contribute to the possibility that the
predictions, forecasts, projections and other forward-looking
statements will not occur, which may cause actual results in future
periods to differ materially from any estimates or projections of
future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include,
among other things, risk factors set forth in the Company's
Management's Discussion and Analysis for the three months
ended March 31, 2021, a copy of which is filed on SEDAR
at www.sedar.com. Readers are cautioned that this list of risk
factors should not be construed as exhaustive. These statements are
made as at the date hereof and unless otherwise required by law,
the Company does not intend, or assume any obligation, to update
these forward-looking statements.
Neither 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 release.
SOURCE Prodigy Ventures Inc.
