/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, May 23, 2018 /CNW/ - Corporate Catalyst
Acquisition Inc. ("CCA") (NEX: CII.H), a capital pool
company, is pleased to announce that it has entered into a
definitive amalgamation agreement (the "Definitive
Agreement") with Globalive Technology Partners Inc.
("GTP") with respect to the previously announced proposed
qualifying transaction between CCA and GTP (the "Proposed
Transaction"), which will constitute CCA's "Qualifying
Transaction" pursuant to Policy 2.4 of TSX Venture Exchange (the
"Exchange"). The Proposed Transaction will be completed by
way of a three-cornered amalgamation whereby a wholly-owned
subsidiary of CCA will amalgamate with GTP. The amalgamated company
will subsequently be amalgamated with CCA and that amalgamated
company will carry on the business of GTP.
CCA is also pleased to announce that its shareholders have voted
in favour of all items brought before them at CCA's annual general
and special meeting of shareholders held on May 22, 2018 in Toronto, Ontario (the "Meeting").
Appointed Board of Directors
CCA's shareholders conditionally approved the appointment of the
following individuals to serve as directors of CCA upon completion
of the Proposed Transaction:
Anthony Lacavera –
Chief Executive Officer and Director: Mr. Lacavera is the
founder of Globalive Capital Inc., a telecommunications/technology
focused investment company. Mr. Lacavera has made over 100 venture
and private equity investments over the past 15 years, including
founding WIND Mobile which became Canada's fourth largest wireless carrier
before it was sold to Shaw for approximately $1.6 billion. Mr. Lacavera was named Canada's CEO of the Year by the Globe and Mail
in 2010, one of the 50 Most Influential Torontonians in 2013 and
one of Canada's Top Executives by
Power and Influence magazine in 2014. Mr. Lacavera holds an
Engineering Degree from the University of
Toronto.
Jason Theofilos –
Director: Mr. Theofilos is a Co-Founder and Chief Executive
Officer of Mundo Inc., a leading global performance mobile ad
network. He has founded or invested in over 50 private
technology and blockchain companies and serves on the board of
Mundo Inc. and CoinSquare Ltd., a leading Canadian cryptocurrency
exchange.
Kingsley Ward – Director:
Mr. Ward has more than 25 years of experience as an investor and
director of various private equity and public companies. He is a
Managing Partner of VRG Capital Corp. and Chairman of Founders
Advantage Capital Corp., DATA Communications Management Corp.,
Clarus Securities Inc., Jones Brown Holdings Inc. and
Nucro-Technics.
Matters Approved at the Meeting
At the Meeting, CCA's shareholders passed resolutions to:
- set the number of directors of CCA for the ensuing year;
- elect each of the current directors of CCA to serve from the
close of the Meeting until the earlier of: (i) the close of the
next annual meeting of shareholders of CCA or until their
successors are elected or appointed; and (ii) the effective time of
the closing of the Proposed Transaction (the "Change of Board
Time");
- elect Anthony Lacavera,
Jason Theofilos and Kingsley Ward to serve as directors of CCA from
the Change of Board Time until the close of the next annual meeting
of shareholders of CCA or until their successors are elected or
appointed;
- appoint RSM Canada LLP as auditors of CCA and authorize the
board of directors of CCA to fix the auditor's remuneration;
- approve an omnibus equity incentive compensation plan (the
"Omnibus Plan"), which will only become effective if the
Proposed Transaction is completed;
- approve, ratify and confirm the consolidation of the
outstanding common shares of CCA ("Common Shares") on the
basis of one new Common Share for every 6.66 old Common Shares,
which will only become effective if the Proposed Transaction is
completed; and
- approve, ratify and confirm the change of CCA's name to
"Globalive Technology Inc." (the "Resulting Issuer") or such
other name as may be requested by GTP and approved by the board of
directors of CCA and applicable regulatory authorities, to be
effective contemporaneously with the completion of the Proposed
Transaction.
GTP Vend-in Shares and Omnibus Plan
It was noted at the Meeting that while the management
information circular relating to the Meeting stated that CCA will
issue 25,920,494 Resulting Issuer common shares and GTP will pay
$5,167,000 in cash to certain parties
as a result of the acquisition by GTP of certain assets on the
closing of the Proposed Transaction, the number of shares to be
issued has been decreased by 6 million and the cash payment will no
longer be made. As a result, there will be 6 million less Resulting
Issuer shares outstanding upon completion of the Proposed
Transaction, or approximately 137 million shares.
As a result of the reduction in the number of Resulting Issuer
shares outstanding upon completion of the Proposed Transaction, the
maximum number of shares issuable under the Omnibus Plan on the
exercise or settlement of awards other than stock options was
reduced by 600,000 shares and therefore shall not exceed 13,703,631
in the aggregate. The maximum number of shares issuable under
the Omnibus Plan on the exercise of stock options remains at 10% of
the outstanding common shares of CCA on a rolling basis.
GTP Financing
In connection with the Proposed Transaction, on April 5, 2018, GTP completed a $30,000,000 private placement of subscription
receipts of GTP (the "Financing"). Further details regarding
the Financing are provided in the press releases of CCA dated
April 4, 2018 and March 14, 2018.
Additional Information
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
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 the securities of a capital pool
company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the
Proposed Transaction and has neither approved nor disapproved the
contents of this press release.
On behalf of the Board of Directors of
CORPORATE CATALYST ACQUISITION INC.
"Paul Kelly"
Chief Executive Officer and Chief Financial Officer
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this press
release.
Forward-Looking Statements
This news release contains forward-looking statements
relating to the timing and completion of the Proposed
Transaction, the composition of the board of CCA, the
consolidation of the Common Shares, the name change of CCA, the
Vend-in Shares to be issued by GTP, the capitalization of the
resulting issuer, the future operations of CCA and the Resulting
Issuer and other statements that are not historical facts.
Forward-looking statements are often identified by terms such as
"will", "may", "should", "anticipate", "expects" and similar
expressions. All statements other than statements of historical
fact, included in this release, including, without limitation,
statements regarding the Proposed Transaction, the composition of
the board of CCA, the consolidation of the Common Shares, the name
change of CCA, the Vend-in Shares to be issued by GTP, the
capitalization of the Resulting Issuer and the future plans and
objectives of CCA and the Resulting Issuer, are forward-looking
statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from CCA's expectations include
the failure to satisfy the conditions to completion of the Proposed
Transaction and other risks detailed from time to time in the
filings made by CCA with securities regulators.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of CCA. As a result, CCA cannot
guarantee that the Proposed Transaction will be
completed on the terms and within the time disclosed herein or at
all. The reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and CCA will only update or
revise publicly the included forward-looking statements as
expressly required by Canadian securities law.
SOURCE Corporate Catalyst Acquisition Inc.