TORONTO, June 28, 2021 /CNW/ - Good2Go Corp.
("G2G"), a capital pool company listed on the TSX Venture
Exchange (TSXV: GOTO.P), is pleased to announce that it has
completed its qualifying transaction (the "Qualifying
Transaction") with NowVertical Group, Inc. ("NVG") a
Delaware-based company
specializing in accretive data analytics software and services. The
resulting issuer, NowVertical Group Inc. (the "Resulting
Issuer") and its shares are anticipated to start trading on the
TSX Venture Exchange on July 5, 2021
under the stock symbol "NOW". As part of the Qualifying
Transaction, the subscription receipts issued by NVG Canada Finco,
Inc. ("Finco"), a wholly-owned subsidiary of NVG, on
March 23, 2021 pursuant to a brokered
private placement (the "Subscription Receipts"), were
automatically converted, into shares of the Resulting Issuer. The
private placement, which was completed through a syndicate of
agents led by Echelon Wealth Partners Inc. (the "Lead
Agent") and including Canaccord Genuity Corp., Stifel Nicolaus
Canada Inc. and Haywood Securities Inc. (together with the Lead
Agent, the "Agents"), consisted of 8,394,000 Subscription
Receipts issued at $1.00 per
Subscription Receipt for gross proceeds of $8,394,000. The proceeds will enable the
Resulting Issuer to pursue its growth strategy, including further
acquisitions.
The Agents received a cash commission of $587,580, representing 7% of gross proceeds for
the sold Subscription Receipts (other than those sold to certain
identified buyers for which the Agents received a cash commission
of 3%) as well as 587,580 compensation warrants exercisable into
Resulting Issuer Shares equal to 7% of the number of Subscription
Receipts sold (3% in respect of certain identified purchasers).
"Closing this business combination marks a pivotal milestone for
the NVG team" said Daren Trousdell,
CEO of the Resulting Issuer, "We are now well positioned to
accelerate our growth globally and help private and public sector
organizations unlock their potential using best in class analytic
methodologies and technology. We want to thank our team, advisors
and partners who helped us on this journey and we are excited for
what the future holds for NowVertical Group Inc. and its
shareholders".
Prior to the completion of the Qualifying Transaction, G2G
effected a consolidation of its outstanding common shares on the
basis of one post-consolidation common share for every 4.5
pre-consolidation common shares. Furthermore, the Corporation
implemented a dual class share structure with Class A Subordinate
Voting Shares ("SVS") replacing the common shares and Class
B Proportionate Voting Shares ("PVS"). Each SVS carries one
vote per share and each PVS carries 100 votes per share. The
Transaction was completed through the exchange of all of the
outstanding shares of NVG into SVS on a one for 1.778 basis or into
PVS on a 100 for 1.778 basis of the Resulting Issuer (SVS and PVS
together, assuming conversion of PVS to SVS on a 1:100 basis, the
"Resulting Issuer Shares"). In addition, the Transaction was
completed through the conversion all of NVG's and Finco's
securities exercisable or exchangeable for, or convertible into, or
other rights to acquire NVG or Finco securities outstanding,
including those acquired by way of the private placement.
The Qualifying Transaction was done by way of a three-cornered
amalgamation (the "Business Combination") pursuant to which,
among other things, (i) NVG amalgamated with a wholly-owned U.S.
subsidiary of G2G, incorporated for the purposes of the Business
Combination; and (ii) Finco amalgamated with a wholly owned
subsidiary of G2G, incorporated for the purposes of the Business
Combination.
Following completion of the Qualifying Transaction, the officers
and directors of the Resulting Issuer are as follows:
- Daren Trousdell, Chief Executive
Officer, Chairman and Director;
- John Adamovich, Chief Financial
Officer and Director;
- Scott Nirenberski, Director;
- Elaine Kunda, Director;
- Darell MacMullin, Director;
- Aimee Lessard, Chief Analytics
Officer; and
- Andre Garber, Executive Vice
President, Corporate Development & Legal Affairs.
As a result of the Qualifying Transaction, the security holders
of NVG hold approximately 33,966,435 Resulting Issuer Shares,
representing approximately 68.96% of the Resulting Issuer Shares,
the holders of converted convertible notes will hold
approximately 3,910,814 Resulting Issuer Shares, representing
approximately 7.94% of the Resulting Issuer Shares, whereas
the shareholders of Good2Go Corp. hold 1,202,593 Resulting Issuer
Shares representing approximately 2.44% of the outstanding
Resulting Issuer Shares. Investors in the Private Placement will
hold 8,394,000 Resulting Issuer Shares representing approximately
17.04% of the outstanding Resulting Issuer Shares. 257218 Ontario
Ltd. (the "Finder") will hold 1,778,000 SVS issued by the
Resulting Issuer as payment of a one-time finder's fee immediately
following the completion of the Transaction and 711,363 Resulting
Issuer Shares as a result of the conversion of 400,092 restricted
share units of NVG granted in accordance with a consulting
agreement, representing respectively approximately 3.61% and 1.44%
of the Resulting Issuer Share. The Finder is an arm's length
party to the Resulting Issuer and NVG. For the avoidance of doubt,
the Finder's aggregate holdings of Resulting Issuer Shares total
2,489,363 Resulting Issuer Shares, representing approximately 5.05%
of the outstanding Resulting Issuer Shares.
The SVS will be listed and posted for trading on the TSX Venture
Exchange ("TSXV") under the symbol "NOW", and are expected
to commence trading on July 5, 2021
at market open. The PVS will not be listed for trading on the TSXV
but may be converted into SVS in certain circumstances. Provided
that a conversion would not affect the status of the Company as a
foreign private issuer in the United
States, each PVS shall be convertible at the option of the
holder into such number of SVS as is determined by multiplying the
number of PVS in respect of which the Share Conversion Right is
exercised by 100.
In accordance with TSXV policies, a total of 4,793,216 SVS,
239,146 PVS and 2,491,493 Options will be held under escrow as
"Surplus Shares". A total of 900 PVS will be held under escrow as
"Value Shares". Furthermore, a total 6,110,705 Resulting Issuer
Shares and 2,593,061 Options are subject to lock-up agreements
until 120 days following the closing of the Qualifying Transaction.
This represents a difference of 334,856 SVS and 31,224 PVS less in
escrow as "Value Shares" than reported in the Filing Statement
dated June 18, 2021.
As a result of the Qualifying Transaction, 49,251,842 Resulting
Issuer Shares became issued and outstanding, comprised of a total
of 22,124,842 SVS and 271,270 PVS (such PVS convertible into an
aggregate of 27,127,000 SVS), of which 237,045 PVS, representing
approximately 48.13% of the issued outstanding voting shares, were
acquired and are now held Daren
Trousdell (through KOAT Holdings LLC), the Chief Executive
Officer and Chairman of the Board of Director of the Corporation.
Mr. Trousdell did not hold shares in Good2Go Corp. prior to closing
of the Transaction.
To obtain a copy of the early warning report to be filed in
connection with the acquisition of the PVS by Mr. Trousdell in
connection with the Transaction, please visit the Corporation's
profile on SEDAR at www.sedar.com or please contact Andre Garber at andre@nowvertical.com.
In connection with the Transaction, the auditor of NVG, Grant
Thornton LLP, has been appointed the auditor of the
Corporation.
The Resulting Issuer also announces that, subject to the
approval by the TSXV, it has retained the services of Hybrid
Financial Inc. ("Hybrid Financial") to provide market making
services in accordance with TSXV policies. Hybrid Financial will
provide investor relations services to the Resulting Issuer, as
well as capital markets services. In consideration of the services
provided by Hybrid Financial, the Resulting Issuer will pay Hybrid
Financial a one-time fee of $50,000
as well as a monthly cash fee of $22,500 for an initial term of twelve months and
renewable thereafter. The Resulting Issuer and Hybrid
Financial are unrelated and unaffiliated entities. Hybrid Financial
will not receive shares or options as compensation. Hybrid
Financial is a sales and distribution company that actively
connects issuers to the investment community across North America.
Advisors
WeirFoulds LLP acted as legal counsel to G2G. and Echelon Wealth
Partners Inc. acted as lead agent on the Private Placement.
Dickinson Wright LLP and PLLC acted as Canadian and U.S. counsel to
Agents in the Private Placement. Fasken Martineau DuMoulin LLP
acted as legal counsel to NVG and Wilson
Sonsini, Goodrick & Rosati acted as U.S. counsel to
NVG.
About NVG
Founded in 2020, NVG is a global big data software and services
company that helps businesses win in the digital economy by helping
its clients better understand, manage and utilize their data. NVG
is focusing on scaling its current efforts in the global automotive
and government verticals, and is pursuing an acquisition strategy
focused on profitable and accretive data analytics software and
services companies in other under-utilized data rich industries.
NVG is positioned to be an invaluable tool for executives and
bureaucrats to make data informed decisions affecting billions of
people globally. For more information about NVG, visit
www.nowvertical.com.
About G2G
G2G was incorporated under the Business Corporations Act
(Ontario) on February 28, 2018 and is a capital pool company
listed on the Exchange. G2G has no commercial operations and has no
assets other than cash. G2G's only business is to identify and
evaluate assets or businesses with a view to completing a
qualifying transaction.
Trading in the securities of a capital pool company should be
considered highly speculative. Shares of G2G are currently halted
from trading on the Exchange and trading is not expected to resume
until closing of the Proposed Transaction. Neither the Exchange nor
its Regulation Services Provider (as that term is defined in
policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this release.
All information contained in this press release with respect to
G2G and NVG was supplied by the parties respectively, for inclusion
herein, without independent review by the other party, and each
party and its directors and officers have relied on the other party
for any information concerning the other party.
Forward‐Looking Statements
This news release may contain forward‐looking statements (within
the meaning of applicable securities laws) which reflect the
Corporation's current expectations regarding future events.
Forward-looking statements are identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
"will", "may", "estimate" and other similar expressions. These
statements are based on the Corporation's expectations, estimates,
forecasts and projections and include, without limitation,
statements regarding the future success of the Corporation's
business.
The forward-looking statements in this news release are based on
certain assumptions, including without limitation the Shares
beginning trading on the TSXV. The forward-looking statements are
not guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. A number of
factors could cause actual results to differ materially from the
results discussed in the forward-looking statements. Readers,
therefore, should not place undue reliance on any such
forward-looking statements. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, the Corporation assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
SOURCE NowVertical Group, Inc.