GOLO Mobile Inc. ("
GOLO" or the
"
Corporation") (TSX Venture: GOLO), formerly HAW
Capital Corp. (“
HAW”), is pleased to announce that
it has completed its previously announced qualifying transaction
(the “
Qualifying Transaction”) pursuant to the
policies of the TSX Venture Exchange (“
TSXV”). For
additional information about the Qualifying Transaction, please see
the Corporation’s press releases dated February 4, 2019, April 1,
2019 and April 29, 2019 and the information circular with respect
to, among other things, the Qualifying Transaction dated May 24,
2019 (the “
Information Circular”), which are
available at www.sedar.com.
The Corporation has received conditional
approval from the TSXV for the Qualifying Transaction and the
Qualifying Transaction and related matters received the requisite
approval of HAW shareholders at the annual general and special
meeting of HAW held on June 26, 2019. Trading in the common shares
of the Corporation (the “Common Shares”) is
expected to commence on the TSXV under the symbol “GOLO” the week
of July 2, 2019 following the issuance by the TSXV of its final
bulletin in respect of the Qualifying Transaction.
Pursuant to the Qualifying Transaction: (i) GOLO
Inc. (“Old GOLO”) completed its previously
announced private placements for aggregate gross proceeds of
$6,750,000; (ii) HAW continued as a corporation under the Canada
Business Corporations Act (the “CBCA”) and changed
its name to GOLO Mobile Inc.; and (iii) Old GOLO and a wholly-owned
subsidiary of HAW amalgamated under the CBCA (the
“Amalgamation”) and continued as one Corporation,
GOLO Inc. (“Amalco”), which is a wholly-owned
subsidiary of the Corporation. As a result of the Amalgamation, an
aggregate of 113,235,292 Common Shares were issued to shareholders
of Old GOLO in exchange for all of the issued and outstanding
common shares of Old GOLO, an aggregate of 31,617,646 warrants to
acquire Common Shares (“Warrants”) were issued in
exchange for share purchase warrants to acquire common shares in
the capital of Old GOLO and an aggregate of 970,588 warrants to
acquire units comprised of one Common Share and one half of one
Warrant were issued to Canaccord Genuity Corp. in exchange for the
finder warrants of Old GOLO issued in connection with the
non-brokered component of the private placements.
The board of directors of the Corporation now
consists of five directors: Danny Chazonoff, Brahm Gelfand, Brian
Kreisman, Robert McCue and Jean-François Noël. The officers of the
Corporation are Jean-François Noël (President and Chief Executive
Officer) and Stephane Morneau (Chief Financial Officer and
Corporate Secretary).
Following completion of the Qualifying
Transaction and the issuance of 175,230 Common Shares upon the
pre-closing exercise of a portion of the agent’s options issued in
connection with HAW’s initial public offering, the Corporation now
has 126,950,522 Common Shares issued and outstanding, on a
non-diluted basis. The aggregate 107,058,822 Common Shares and
23,529,411 Warrants held by certain shareholders of the
Corporation, including Paysafe UK GOLO Holdco Limited (the
“Majority Shareholder”) and James McRoberts, are
subject to escrow restrictions as further described in the
Information Circular. The directors and officers of the
Corporation, as a group, do not beneficially own, or control or
direct, directly or indirectly, any Common Shares.
The Corporation expects to issue an aggregate of
6,225,000 options to acquire Common Shares to certain directors and
officers of the Corporation pursuant to its new stock option plan
that was adopted in connection with the Qualifying Transaction. The
full text of the new stock option plan can be found in the
Information Circular.
Early Warning Disclosure Pursuant to
National Instrument 62-103
In connection with the Qualifying Transaction,
each of James McRoberts and the Majority Shareholder acquired
ownership, control or direction over Common Shares and/or other
securities of the Corporation requiring disclosure pursuant to the
early warning requirements of applicable securities laws.
Prior to completion of the Qualifying
Transaction, James McRoberts had ownership of, or exercised control
or direction over, 2,000,000 common shares of HAW (“HAW
Shares”) and 400,000 options to acquire HAW Shares. In
connection with the Qualifying Transaction, James McRoberts
acquired 23,529,411 Common Shares and 23,529,411 Warrants in
exchange for his common shares and warrants in the capital of Old
GOLO. Following completion of the Qualifying Transaction, James
McRoberts has ownership of, or exercises control or direction over,
25,529,411 Common Shares (representing approximately 20.1% of the
issued and outstanding Common Shares on a non-diluted basis),
23,529,411 Warrants and 400,000 options to acquire Common Shares
(representing approximately 30.6% of the issued and outstanding
Common Shares on a fully-diluted basis).
Prior to the completion of the Qualifying
Transaction, the Majority Shareholder had no ownership of, or
exercised control or direction over, any voting or equity
securities of HAW. In connection with the Qualifying Transaction,
the Majority Shareholder acquired ownership of 73,529,411 Common
Shares (representing approximately 57.9% of the issued and
outstanding Common Shares on a non-diluted basis and 45.6% on a
fully diluted basis) in exchange for its common shares in the
capital of Old GOLO.
As more particularly described in the
Information Circular, the deemed value of the Common Shares issued
in connection with the Qualifying Transaction was $0.17 per Common
Share.
Each of James McRoberts and the Majority
Shareholder: (i) acquired the Common Shares in connection with the
Qualifying Transaction; (ii) holds the Common Shares for investment
purposes; and (iii) does not have any current intentions to
increase or decrease its beneficial ownership or control or
direction over any additional securities of the Corporation. As
disclosed in the Information Circular, the securities of the
Corporation held by each of James McRoberts and the Majority
Shareholder are subject to escrow restrictions. Upon release of the
securities from escrow, or otherwise in accordance with the terms
of the escrow restrictions, each of James McRoberts and the
Majority Shareholder may, from time to time and depending on market
and other conditions, acquire additional Common Shares through
market transactions, private agreements, treasury issuances,
dividend reinvestment programs, exercise of options, convertible
securities or otherwise, or may sell all or some portion of the
Common Shares they owns or controls, or may continue to hold the
Common Shares.
Copies of the early warning reports may be
obtained from Stephane Morneau, Chief Financial Officer and
Corporate Secretary, GOLO Mobile Inc., 514-380-2700,
stephane.morneau@golo.io.
About GOLO
GOLO is a Montréal-based food delivery services
corporation incorporated under the CBCA. GOLO’s operations launched
in 2015 as a mobile and web-based “order ahead” platform
emphasizing individual user experience through convenient “to your
seat” delivery at venues or stadiums and expediting item pickup
from express lanes. Since then, GOLO has rapidly evolved to become
a broader platform offering, customized to service multiple
industries or communities such as cities, airports, office towers,
condo towers, hotels, hospitals and convention centers.
For further information: Please
contact Stephane Morneau, Chief Financial Officer and Corporate
Secretary, GOLO Mobile Inc., 514-380-2700,
stephane.morneau@golo.io.
Forward-Looking Information
Certain statements contained in this news
release, such as the anticipated trading day on the TSXV,
constitute "forward-looking information" as such term is used in
applicable Canadian securities laws. Forward-looking information is
based on plans, expectations and estimates of management at the
date the information is provided and is subject to certain factors
and assumptions, including, that the Corporation’s financial
condition and development plans do not change as a result of
unforeseen events and that the Corporation obtains regulatory
approval. Forward-looking information is subject to a variety of
risks and uncertainties and other factors that could cause plans,
estimates and actual results to vary materially from those
projected in such forward-looking information. Factors that could
cause the forward-looking information in this news release to
change or to be inaccurate include, but are not limited to, the
risk that any of the assumptions referred to prove not to be valid
or reliable, that occurrences such as those referred to above are
realized and result in delays, or cessation in planned work, that
the Corporation’s financial condition and development plans change,
and delays in regulatory approval, as well as the other risks and
uncertainties applicable the mobile delivery industry and to the
Corporation as set forth in the Corporation’s Information Circular
in respect of the Qualifying Transaction filed under the
Corporation’s profile at www.sedar.com. The Corporation undertakes
no obligation to update these forward-looking statements, other
than as required by applicable law.
This press release is not an offer of the
securities for sale in the United States. The securities have
not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an exemption from registration. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
state in which such offer, solicitation or sale would be
unlawful.
Neither the 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 press release.
Golo Mobile (TSXV:GOLO)
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