/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE
SERVICES/
TORONTO, June 21, 2019 /CNW/ - Victory Capital Corp.
("Victory" or the "Corporation") (TSXV: VIC.P) is pleased to
announce that it has entered into a letter of intent (the "Letter
of Intent") dated June 18, 2019 with
1788938 Ontario Ltd., operating as EquineX North America ("Equinex
NA"), to complete a proposed arm's length transaction (the
"Proposed Transaction") pursuant to which Victory would acquire all
of the issued and outstanding common shares (the "Equinex NA
Shares") in the capital of EquineX NA by way of an arrangement,
amalgamation, share exchange or similar transaction and continue
the business of EquineX NA. The Proposed Transaction is expected to
constitute Victory's "Qualifying Transaction" under the policies of
the TSX Venture Exchange (the "TSXV"). Equinex NA, after completion
of the Proposed Transaction, is referred to in this news release as
the "Resulting Issuer".
Trading in the common shares of Victory (the "Victory Shares")
has been halted. It is unlikely that the Victory Shares will resume
trading until the Proposed Transaction is completed.
ABOUT EQUINEX NA
EquineX NA is a private company incorporated under the laws of
Ontario on January 20, 2009. Other than EquineX
Limited, a privately held Bermuda
company, which holds 58.6% of the outstanding Equinex NA Shares, no
other shareholder of EquineX NA holds more than 10% of the
outstanding Equinex NA Shares.
EquineX NA is a technology company that intends to
revolutionize the Equine Industry by offering an industry-wide
solution that brings together state-of-the-art software, hardware,
and performance assessment technologies, and combines it with
computational intelligence (artificial intelligence and machine
learning), to address the most pressing issues faced by horse
owners and service providers in their pursuit to protect the
health and welfare of their horses. The Company's patent
pending technology, collects and cross-correlates a horse's
on-going health, well-being and performance data, giving horse
owners and service providers clear indications of cause and effect,
and data-based approaches to optimize a horse's performance, while
protecting its well being.
INFORMATION REGARDING THE PROPOSED TRANSACTION
Under the terms of the Proposed Transaction, Victory will
acquire all of the outstanding Equinex NA Shares in exchange for
Victory Shares at an exchange ratio to be determined. For the
purposes of the Proposed Transaction, Victory will be valued at CDN
$0.45 per share, based on 5,088,750
Victory Shares being issued and outstanding upon the completion of
the Proposed Transaction, and EquineX NA will be valued at US
$30,000,000 on a pre-financing basis.
In connection with the Proposed Transaction, EquineX NA intends to
complete a private placement financing of subscription receipts for
aggregate gross proceeds of not less than US $2,500,000 (the "Financing").
Pursuant to the Letter of Intent, the parties intend to enter
into a definitive agreement (the "Definitive Agreement") in respect
of the Proposed Transaction on or before on or before July 31, 2019. The terms of the Definitive
Agreement will include the basic understandings set out in the
Letter of Intent and other terms and conditions customary for
transaction of the nature contemplated therein.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: completion of
satisfactory due diligence; completion of the Financing resulting
in sufficient gross proceeds such that the Resulting Issuer shall
satisfy the working capital requirements of the TSXV; execution of
a definitive agreement in respect of the Proposed Transaction;
receipt of regulatory approvals; acceptance of the Proposed
Transaction as Victory's Qualifying Transaction by the TSXV;
receipt of approval for the listing of the common shares of the
Resulting Issuer; shareholders of EquineX approving the Proposed
Transaction and such other matters necessary to complete the
Proposed Transaction; shareholders of Victory approving certain
matters ancillary to the Proposed Transaction subject to the
completion of the Proposed Transaction. Where applicable, the
Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
A comprehensive press release with further particulars relating
to the Proposed Transaction, including the Financing, financial
information and the Resulting Issuer will follow in a subsequent
news release, in accordance with the policies of the TSXV.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading
in 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. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION,
NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES
IN ANY STATE IN THE UNITED STATES
IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking information within the
meaning of Canadian securities laws regarding Victory, EquineX and
their respective subsidiaries and businesses, which may include,
but are not limited to, statements with respect to the completion
of the Proposed Transaction and the Financing, the terms on which
the Proposed Transaction and Financing are intended to be
completed, the ability to obtain regulatory and shareholder
approvals and other factors. Such statements are based on the
current expectations and views of future events of the management
of each entity, and are based on assumptions and subject to risks
and uncertainties. Although the management of each entity believes
that the assumptions underlying these statements are reasonable,
they may prove to be incorrect. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction and Financing (and the proposed terms upon
which the Proposed Transaction and Financing are proposed to be
completed), may not occur and could differ materially as a result
of known and unknown risk factors and uncertainties affecting the
companies, including market conditions, economic factors,
management's ability to manage and to operate the business of the
Resulting Issuer and the equity markets generally.
Although Victory and EquineX have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. No
forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and neither Victory nor
EquineX undertake any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
SOURCE Victory Capital Corp.