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Aduro Clean Technologies Inc. — Capital/Financing Update 2021
Oct 21, 2021
47639_rns_2021-10-21_5dfa9290-f646-40f4-b091-60080fa6a18d.pdf
Capital/Financing Update
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SAASQUATCH CAPITAL CORP.
c/o 1500 – 1055 West Georgia Street Vancouver, B.C. V6E 4N7 Telephone: (604) 250-1737; Email: [email protected]
PRESS RELEASE
October 21, 2021
TSX-V: SAAS.P
JASPER INTERACTIVE STUDIOS COMPLETES UPSIZED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS FOR TOTAL GROSS PROCEEDS OF $6 MILLION
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
VANCOUVER, B.C. – SaaSquatch Capital Corp. (TSX-V: SAAS.P) (“ SaaSquatch ” or the “ Company ”), a capital pool company listed on the TSX Venture Exchange (the “ Exchange ”), and Jasper Interactive Studios Inc. (“ Jasper ”) are pleased to announce that Jasper has completed its previously announced brokered private placement of 12,000,000 subscription receipts (the “ Subscription Receipts ”) at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of $6,000,000 (the “ Offering ”), including the exercise in full of the over-allotment option by Echelon Wealth Partners Inc. (the “ Agent ”).
The Offering was completed in connection with the proposed business combination (the “ Proposed Transaction ”) between SaaSquatch and Jasper previously announced in press releases of SaaSquatch dated September 16, 2021 and October 7, 2021, which transaction is intended to constitute the Company’s “Qualifying Transaction” in accordance with Policy 2.4 – Capital Pool Companies of the Exchange. Pursuant to the Proposed Transaction, SaaSquatch will consolidate its common shares (the “ SaaSquatch Shares ”) on the basis of one (1) new SaaSquatch Share for each two (2) old SaaSquatch Shares (the “ Consolidation ”) and SaaSquatch will then acquire all of the issued and outstanding Jasper common shares (“ Jasper Shares ”) in exchange for post-Consolidation SaaSquatch Shares on the basis of 13.94835 post-Consolidation SaaSquatch Shares for each one (1) Jasper Share.
Jasper completed the Offering of Subscription Receipts pursuant to the terms of an agency agreement dated October 21, 2021 among Jasper, SaaSquatch and the Agent. The gross proceeds of the Offering, net of the Agent’s expenses and 50% of the Agent’s commission (the “ Escrowed Funds ”), are being held in escrow pursuant to the terms of a subscription receipt agreement dated October 21, 2021 among Jasper, the Agent and Odyssey Trust Company, as escrow agent for the Escrowed Funds (the “ Subscription Receipt Agreement ”). Upon satisfaction or waiver of the escrow release conditions including, among other things, the satisfaction or waiver of all conditions precedent to the completion of the Proposed Transaction, each Subscription Receipt will automatically convert without any further action on the part of the holder into one unit of Jasper (the “ Units ”), and the Escrowed Funds, together with any interest earned thereon, will be released to Jasper. Should the escrow release conditions not be satisfied or waived, or if the Proposed Transaction is not completed, the Subscription Receipts will be cancelled and the Escrowed Funds, including any Escrowed Funds released to Jasper prior to the completion of the Proposed Transaction, will be returned to subscribers together with any interest earned thereon
Each Unit will consist of such number of Jasper Shares and Jasper warrants that will result in the holder receiving one post-Consolidation SaaSquatch Share and one-half of one SaaSquatch warrant (each whole SaaSquatch warrant, a “ SaaSquatch Warrant ”) pursuant to the Proposed Transaction. Each SaaSquatch Warrant will be exercisable into one post-Consolidation SaaSquatch Share at a price of $0.70 per share for a period of 24 months from the date of the satisfaction of the escrow release conditions.
The Offering was conducted on a “best efforts” agency basis by the Agent. As compensation, Jasper paid to the Agent a cash commission of $471,080 and issued to the Agent 942,160 compensation warrants of Jasper, each of which
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will be exchanged for one compensation warrant of SaaSquatch (the “ Compensation Warrants ”) pursuant to the Proposed Transaction. Each Compensation Warrant will be exercisable into one post-Consolidation SaaSquatch Share at a price of $0.50 per share for a period of 24 months from the date that the SaaSquatch Shares resume trading on the Exchange following the completion of the Proposed Transaction.
The Subscription Receipts are not transferable under applicable securities laws, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date Jasper becomes a reporting issuer in any province or territory of Canada. The post-Consolidation SaaSquatch Shares and SaaSquatch Warrants issuable pursuant to the Proposed Transaction upon the exchange of the Subscription Receipts will be freely tradeable for Canadian holders subject to applicable Canadian securities laws. Subject to the requirements of the Exchange, the Company intends to apply to list the SaaSquatch Warrants for trading on the Exchange on or shortly following the date that the SaaSquatch Shares resume trading on the Exchange following the completion of the Proposed Transaction.
The net proceeds of the Offering will primarily be used to fund the Proposed Transaction costs, for sales and marketing purposes and to meet working capital requirements of the Company upon completion of the Proposed Transaction.
Other Information relating to the Proposed Transaction
In accordance with the policies of the Exchange, the SaaSquatch Shares are currently halted from trading and will remain so until such time as required by Exchange policies.
Additional information concerning the Proposed Transaction, SaaSquatch, Jasper and the Company upon completion of the Proposed Transaction is contained in the Company’s news releases dated September 16, 2021 and October 7, 2021, and will be provided in the Filing Statement to be filed by SaaSquatch in connection with the Proposed Transaction, which will be available under SaaSquatch’s SEDAR profile at www.sedar.com.
About SaaSquatch Capital Corp.
SaaSquatch is designated as a Capital Pool Company under Exchange Policy 2.4. SaaSquatch has not commenced commercial operations and has no assets other than cash. The Company’s objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.
As of the date hereof, the Company has 13,000,000 SaaSquatch common shares issued and outstanding (2,000,000 of which are subject to escrow restrictions) and an aggregate of 200,000 SaaSquatch common shares are reserved for issuance upon the exercise of agent’s options.
ON BEHALF OF THE BOARD OF DIRECTORS OF SAASQUATCH CAPITAL CORP.
Warwick Smith CEO Contact: (604) 250-1737
Neither 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 release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval.
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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.
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 the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to SaaSquatch and Jasper was supplied by the parties, respectively, for inclusion herein, and SaaSquatch and its directors and officers have relied on Jasper for any information concerning such party.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Company on completion of the Proposed Transaction, the completion of the Consolidation, the resumption of trading of the SaaSquatch Shares, the proposed listing for trading of the SaaSquatch Warrants, the use of proceeds of the Offering, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of SaaSquatch and Jasper may differ materially from those anticipated and indicated by these forward looking statements. Although each of SaaSquatch and Jasper believes that the expectations reflected in forward looking statements herein are reasonable, they can give no assurances that the expectations of any forward looking statements herein will prove to be correct. Except as required by law, each of SaaSquatch and Jasper disclaims any intention and assume no obligation to update or revise any forward looking statements herein to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
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