Trading under new ticker "MILE" expected to
resume March 9, 2020
CHARLESTON, SC and VANCOUVER, March 4,
2020 /CNW/ - Last Mile Holdings Ltd. (formerly OjO Electric
Corp.) (the "Company" or "MILE")
(TSXV: OJO) is pleased to announce that, further to its news
releases dated November 19, 2019 and
January 20, 2020, it has completed
its acquisition (the "Acquisition") of 100% of the
outstanding securities of Gotcha Mobility, LLC ("Gotcha").
In connection with the Acquisition, the Company has changed its
name to "Last Mile Holdings Ltd." Trading in the Company's limited
voting shares under the new name is expected to resume on
March 9, 2020 under new trading symbol "MILE"
(TSXV: MILE).
The Acquisition is a significant step forward in the Company's
accretive capital deployment and consolidation strategy in the
micro-mobility sector. The combined OjO-Gotcha footprint and
pipeline provide a substantial near-term growth opportunity and
positions MILE as the leading industry consolidator.
"With the acquisition of Gotcha, MILE now has the broadest
product profile in the micro-mobility space, featuring a pedal
bike, e-bike, standup scooter, seated scooter, and trike," said
Max Smith, CEO of MILE. "Offering
multi-modal solutions is key to expanding our network of exclusive
contracts."
Gotcha has been a micro-mobility leader for 10 years, starting
with electric rideshare vehicles and pedal bikes, then expanding
into e-bikes, e-scooters, and e-trikes. With a focus on university
and small to midsize municipalities, Gotcha has secured permits to
deploy approximately 20,000 vehicles, 80% of which are exclusive.
With 80 combined locations, the Acquisition positions MILE as the
third largest micro-mobility company by location in North America, after Lime and Bird. The
Acquisition provides a clear path to large-scale deployment of
OjO's custom-engineered seated scooter, while expanding the
combined company's product offerings to include pedal bikes,
e-bikes, e-scooters, and e-trikes. The Acquisition and associated
financing combine top-tier management teams and give MILE immediate
access to existing, fully contracted permits to deploy a total
fleet of 16,000 mobility units by year-end 2020 and 27,000 mobility
units by year-end 2021.
"MILE will build upon Gotcha's strategy of creating long-term,
exclusive partnerships with universities and mid-size
municipalities," said Sean Flood,
founder of Gotcha Mobility. "In these often-overlooked markets, we
have experienced great results in terms of both sustainability and
profitability. With over 3,000 universities and 700+ mid-size
markets in the U.S., this focus will differentiate MILE from the
competitors, allow us to scale with lower capital needs, and
ultimately deliver better ROI per asset type."
Acquisition Details
Pursuant to a Membership Interest Purchase Agreement dated
January 20, 2020, as amended, the Company acquired all of the
outstanding securities of Gotcha from Gotcha Media Holdings, LLC
(the "Vendor") in consideration for the payment of
US$6 million in cash, of which
US$250,000 was paid on closing of the
Acquisition ("Closing"), US$750,000 was paid through the issuance of a
deferred promissory note due on the six-month anniversary of
Closing, and US$5 million was paid
through the issuance of a second deferred promissory note due on
the second anniversary of Closing. The Company also issued
11,637,500 limited voting shares to the Vendor, and has agreed to
issue US$2.5 million in limited
voting shares to the Vendor, subject to satisfaction of certain
conditions, on the six-month anniversary of Closing, such shares to
be issued at a deemed price equal to the five day V-WAP of the
Company's limited voting shares as traded on the TSX Venture
Exchange immediately before the date of issuance, subject to a
minimum price of C$0.05.
In connection with the Acquisition, the Company also completed a
concurrent non-brokered private placement of 20,790,966 million
units at a price of C$0.40 per for
gross proceeds of C$8,316,386.40
(the "Financing"). Each unit consists of one limited
voting share and one share purchase warrant, with each warrant
exercisable for a period of three years at C$0.60 per share, subject to acceleration at the
option of the Company if the limited voting shares of the Company
trade above C$1.00 per share for ten
consecutive trading days. In addition, if the limited voting shares
of the Company trade at over C$0.60
in the five trading days following completion of the Acquisition,
the exercise price of the warrants will be readjusted to the
greater of C$0.60 and the 5-day VWAP,
subject to a maximum price of C$0.75.
The proceeds from the Financing will be used to close the
Acquisition and for general working capital purposes. In connection
with the Financing, the Company also issued 880,000 units (on the
same terms as the units issued on the Financing) and 880,000 broker
warrants to certain finders. The broker warrants are exercisable
for a period of three years at C$0.40
per share. The Company also issued 232,750 limited voting shares to
Fiore Management & Advisory Corp. as an administration fee in
respect of the Acquisition.
All shares and warrants issued pursuant to the Acquisition and
the Financing are subject to a four-month hold period, expiring
June 29, 2020. As of the closing of the Acquisition and the
Financing, the Company has a total of 68,794,732 limited voting
shares issued and outstanding. On an as-converted basis, assuming
the redemption of all OjO membership units for limited voting
shares, and conversion of all multiple voting shares into limited
voting shares, the effective capitalization of the Company as of
closing consists of 101,478,629 limited voting shares.
For further information, please visit MILE's website at
lastmile.holdings, or contact us at:
Email: investors@ojoelectric.com
Phone: +1-877-557-1053 ext. 116
About OjO Electric
OjO Electric is dedicated to providing safe, sustainable Light
Electric Vehicle (LEV) mobility solutions in collaboration with
municipal governments to reduce traffic congestion and carbon
emissions. OjO's vision is to change rideshare for good by creating
a sustainable mobility eco-system that connects people, cities, and
businesses. OjO's platform is built with open APIs to allow for
integration with partners and multi-modal transportation solutions.
To find out more, please download the OjO mobile app or visit
www.ojoelectric.com.
About Gotcha Mobility
Gotcha is an e-mobility company dedicated to providing
innovative shared mobility products and technologies that get
people out of single-occupancy cars and safely onto efficient,
sustainable electric mobility products. The company operates
e-bikes, e-scooters, and e-trikes as transportation solutions
tailored to cities and universities across the U.S. Gotcha empowers
communities to lead happier, more productive lives through the
transformative power of affordable, accessible micro-transit. For
more information, visit www.ridegotcha.com.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "forward-looking statements"
and "forward-looking information" under applicable Canadian
securities legislation that are not historical facts.
Forward-looking statements involve risks, uncertainties, and other
factors that could cause actual results, performance, prospects,
and opportunities to differ materially from those expressed or
implied by such forward-looking statements. Forward-looking
statements in this news release include, but are not limited to,
statements with respect to: OjO and OjO's business and prospects
and the Company's objectives, goals or future plans, including the
planned deployment of its mobility units; and the business,
operations, and management of the Company. Forward-looking
statements are necessarily based on a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties and other factors which may cause
actual results and future events to differ materially from those
expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: the ability of OjO to meet
its deployment targets, access to sufficient mobility units,
meeting the requirement of the permits granted to OjO, general
business, economic and social uncertainties; litigation,
legislative, environmental and other judicial, regulatory,
political and competitive developments; delay or failure to receive
board, shareholder or regulatory approvals; those additional risks
set out in the Company's public documents filed on SEDAR at
www.sedar.com; and other discussed in this news release.
Accordingly, the forward-looking statements discussed in this
release, may not occur and could differ materially as a result of
these known and unknown risk factors and uncertainties affecting
the companies. Although the Company believes that the assumptions
and factors used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release,
and no assurance can be given that such events will occur in the
disclosed time frames or at all. Except where required by law, the
Company disclaims any intention or obligation to update or revise
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Reader Advisory
Neither the TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accepts
responsibility of the adequacy or accuracy of this release.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities under the Financing
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 (as defined under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
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SOURCE Last Mile Holdings Ltd.