HOPEFIELD VENTURES INC. Enters Letter of Intent with Cybercatch Holdings, Inc. for Qualifying Transaction

(via TheNewswire)

VANCOUVER, BC –TheNewswire -November8, 2022 –Hopefield Ventures Inc.(TSXV:HVI.P) (“Hopefield” or the “Company”) is pleased to announce that it has entered into a binding letter of intent (the “LOI”), dated effective November 4, 2022, with CyberCatch Holdings, Inc. (“CyberCatch”), outlining the general terms and conditions with respect to the proposed acquisition (the “Proposed Acquisition”) by Hopefield of all of the issued and outstanding securities of Cybercatch.

It is anticipated that the Proposed Acquisition of CyberCatch will constitute a reverse takeover and Hopefield’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”). Assuming completion of the Proposed Acquisition, it is anticipated that Hopefield will graduate to Tier 2 of the Exchange as a technology issuer. The Company following the completion of the Proposed Acquisition is referred to herein as the “Resulting Issuer”. All currency references used in this news release are in Canadian currency unless otherwise noted.

About CyberCatch Holdings, Inc.

CyberCatch is a private company incorporated pursuant to theBusiness Corporations Act(British Columbia) that provides a Software as a Service (“SaaS”) solution to small and medium-sized organizations (“SMOs”) in Canada and the United States. The SaaS solution enables continuous compliance with cybersecurity mandates and cyber risk mitigation via automated benchmarking and testing of cyber security controls to detect and remediate security weaknesses to prevent data thefts and ransomware attacks.

Terms of the Proposed Acquisition

The LOI contemplates that Hopefield and CyberCatch will negotiate and enter into a definitive agreement in respect of the Proposed Acquisition on or before December 5, 2022 (the “Definitive Agreement”), pursuant to which it is anticipated that Hopefield will acquire all of the issued and outstanding securities of CyberCatch (the “CyberCatch Securities”), and securityholders of CyberCatch will receive Post-Consolidation Hopefield Securities (as defined below) in exchange for their CyberCatch Securities. Pursuant to the terms of the LOI and pending Exchange acceptance, Hopefield will also advance a loan in the amount of $250,000 to CyberCatch.

It is currently anticipated that Hopefield will acquire CyberCatch by way of a three-cornered amalgamation, share exchange, plan of arrangement or other similar form of business combination transaction as agreed by the parties, to ultimately form the Resulting Issuer. The final structure of the Proposed Acquisition is subject to the receipt of tax, corporate and securities law advice for both Hopefield and CyberCatch. Upon completion of the Proposed Acquisition, the Resulting Issuer will carry on the business of CyberCatch.

Under the terms of the Proposed Acquisition, it is contemplated that Hopefield will consolidate its common shares (the “Hopefield Shares”) on an approximate basis of 3.87:1 (the "Consolidation"), whereby each holder of Hopefield Shares will receive 1 post-Consolidation common share (a "Post-Consolidation Hopefield Share") for each 3.87 Hopefield Shares held at the time of the Consolidation. Following the Consolidation, Hopefield will have approximately 10,000,000 Post-Consolidation Hopefield Shares issued and outstanding, as well as incentive stock options entitling the holders thereof to purchase an aggregate of911,499Post-Consolidation Hopefield Shares and broker warrants entitling the holder thereof to purchase 516,796 Post-Consolidation Hopefield Shares.

Pursuant to the Proposed Acquisition: (i) holders of CyberCatch Shares will receive one Post-Consolidation Hopefield Shares for each CyberCatch Share (the "Exchange Ratio") held; and (ii) all outstanding securities convertible into CyberCatch Shares shall be exchanged, based onthe Exchange Ratio, for equivalent securities to purchase Post-Consolidation Hopefield Shares on substantially similar terms and conditions (the “Post-Consolidation Hopefield Securities”).

In connection with the Proposed Acquisition, Hopefield will enter into a finder's fee agreement with an arm's length party (the “Finder”) for the Finder's introduction of Hopefield to CyberCatch. Hopefield expects to issue the Finder approximately 250,000 Post-Consolidation Hopefield Shares upon closing of the Proposed Acquisition, subject to the approval by the Exchange.

It is expected that, upon completion of the Proposed Acquisition, the Resulting Issuer will have approximately 52,571,000 shares issued and outstanding (each, a "Resulting Issuer Share") on an undiluted basis. Upon completion of the Proposed Acquisition, it is expected that: (i) the former shareholders of CyberCatch will hold approximately 80.5% of the Resulting Issuer Shares; (ii) the former shareholders of Hopefield will hold approximately 19.0% of the Resulting Issuer Shares; and (iii) the Finder will hold 0.5% of the Resulting Issuer Shares, on an undiluted basis. On a pro-forma basis, it is anticipated that the Resulting Issuer will have approximately $2.9 million in cash available upon the completion of the Proposed Acquisition.

At this time, it is anticipated that neither Hopefield nor CyberCatch will complete any type of financing in connection with the Proposed Acquisition.

Certain Post-Consolidation Hopefield Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to principals (as defined under Exchange policies), which will be subject to the escrow requirements of the Exchange.

Closing of the Proposed Acquisition will be subject to a number conditions, including, without limitation: approval of the Proposed Acquisition by the boards of directors of Hopefield and CyberCatch; execution of a definitive agreement effecting the Proposed Acquisition (the "Definitive Agreement"); receipt of all regulatory approvals with respect to the Proposed Acquisition and the listing of the Resulting Issuer Shares on the Exchange; approval of the Proposed Acquisition by the shareholders of CyberCatch; and completion of the Consolidation.

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

The Proposed Acquisition is not a “Non-Arm's Length Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange and consequently, the Proposed Acquisition will not be subject to approval by Hopefield’s shareholders.

Information Concerning the Business of CyberCatch

CyberCatch is a cybersecurity company that provides a SaaS platform solution for continuous compliance, security and cyber risk mitigation. CyberCatch has obtained a patent from the United States Patent and Trademark Office and specializes in serving SMOs in the United States and Canada. The cloud-native platform solution developed by CyberCatch first helps an SMO implement a baseline of cybersecurity controls in accordance with a regulation, standard or framework, then automatically and continuously tests the controls to identify control deficiencies and non-compliance with cybersecurity requirements, so the SMO can take prompt action to remediate the control deficiency, regain compliance with cybersecurity requirements and avoid creating a security weakness that an attacker can exploit to commit a data theft or ransomware attack.

Board of Directors and Management Changes

On completion of the Proposed Acquisition, all of the directors and officers of Hopefield shall resign and shall each be replaced by the anticipated nominees of CyberCatch (as summarized below).

Directors and Officers of the Resulting Issuer

In conjunction with and upon closing of the Proposed Acquisition, the board of directors of the Resulting Issuer is expected to consist of six directors and the management of the Resulting Issuer is expected to consist of five officers, all of whom will be nominated by CyberCatch. The existing directors and officers of Hopefield will resign at or prior to closing of the Proposed Acquisition. It is expected that at closing of the Proposed Acquisition, the following individuals will be constitute the board and management of the Resulting Issuer:

Sai Huda, Chairman and Chief Executive Officer

Mr. Huda is the Chairman, Chief Executive Officer and Director of CyberCatch. He is a globally recognized risk and cybersecurity expert and is a former founder, Chairman and CEO, of Compliance Coach, an industry-leading compliance SaaS, provider, which was acquired by FIS (NYSE:FIS), a Fortune 500 company. Mr. Huda is author of the book, Next Level Cybersecurity. Mr. Huda is a former GM, Risk, Information Security and Compliance Solutions, to FIS, and led the business to attain a number one ranking in RiskTech 100. Mr. Huda obtained a Masters in Business Administration from the University of Maine with Beta Gamma Sigma Honors in 1984.

Gary Evans, Director

Mr. Evans is a Director of CyberCatch and he serves as the Chair of the Audit Committee. He is a former founder and CEO of Bank of Internet, and took the company public (NASDAQ: BofI), now renamed Axos (NYSE: AX). Bank of Internet was the first customer of Compliance Coach. Mr. Evans was the former President of La Jolla Bank. Mr. Evans obtained a Bachelor of Science in Business in 1971 and a Master of Science in Finance in 1973 from California State University.

Kay Nichols, Director

Ms. Nichols is a Director of CyberCatch and she serves as the Chair of the Strategy Committee. She is a former IBM Executive and board member of OnPay. Ms. Nichols is a former EVP, Global Financial Institutions, Mobile, E-Banking, Risk, Fraud and Compliance, FIS (NYSE:FIS), a Fortune 500 company. Ms. Nichols led the acquisition of Compliance Coach.Ms. Nichols obtained a Bachelor of Science from Bristol University in 1984, and obtained an MBA from the International Management Center, located in the United Kingdom, in 1987.

Pierre Soulard, Director

Mr. Soulard is a Director of CyberCatch and he serves as the Chair of the Nominating and Corporate Governance Committee. He is the Chief Legal Officer of CoinSmart (NEO: SMRT) and is a former Partner, at Miller Thomson, a leading Canadian law firm. Mr. Soulard’s legal practice focused on securities law, corporate finance, mergers and acquisitions, private placements, general corporate matters, and corporate governance.Mr. Soulard obtained a Bachelor of Arts from Laval University in 1990, a LLB from McGill University in 2014, and a Master of Law from Osgoode Hall Law School in 2009.

Dr. Marvin Langston, Director

Dr. Langston is a Director of CyberCatch. He is the former Deputy CIO, U.S. Department of Defense (DoD) and a former Director of Information Systems, Defense Advanced Research Projects Agency (DARPA), the agency responsible for development of emerging technologiesfor use by U.S. military. Dr. Langston is a former CIO, U.S. Navy, serving as the Senior Cybersecurity Official. Dr. Langston obtained a Master of Science in Electrical Engineering from Naval Post Graduate School located in Monterey, California in 1978, and obtained a Doctor of Public Administration degree from the University of Southern California in 1994.

Paul Dadwal, Director

Mr. Dadwal is a Director of CyberCatch. He is a former Canadian law enforcement official & Entrepreneur. Mr. Dadwal is a former Superintendent with the Royal Canadian Mounted Police. He was the founder and financier of several publicly listed and private technology companies in North America. Mr. Dadwal obtained a diploma from Kwantlen Polytechnic University in 1999, and a 4 year Degree from Simon Fraser University in 2001. Mr. Dadwal is a Certified Risk Manager as earned from the University of Toronto – Canadian Risk Institute.

Darren Tindale, Chief Financial Officer

Mr. Tindale is the Chief Financial Officer of CyberCatch. He brings over 20 years of financial accounting and management experience and has worked for both public and private companies. Mr. Tindale has served as CFO for numerous TSX Venture and CSE-listed companies and previously served as the CFO or Body and Mind Inc. from March 2017 to August 2019 and Whatcom Capital Corp., which merged with NEXE Innovations (TSXV:NEXE) in its qualifying transaction. Mr. Tindale currently provides consulting services to numerous publicly-listed companies for financial, regulatory and accounting services.

Katherine Atmar, Chief Marketing Officer

Ms. Atmar is the Chief Marketing Officer of CyberCatch. She is a former Creative Director, Art Director, Lead Designer and Branding and Design Specialist, Electronic Arts and WPP Agency, with Fortune 500 clients in various sectors. Ms. Atmar obtained a Bachelor of Arts from University of May Hardin-Baylor in 2014, and a Master of Arts from the University of Texas in 2016.

Andrew Kim, Chief Information Security Officer

Mr. Kim is the Chief Information Security Officer of CyberCatch. He is the former CISO at Allstate, one of the largest insurance companies in North America and a former Head of Cybersecurity Consulting Practice, Risk, Information Security and Compliance Solutions, FIS (NYSE: FIS), a Fortune 500 company. He is also former Cybersecurity Leader at Citigroup. Mr. Kim obtained a Bachelor of Arts from Whinberg University in 1992. Mr. Kim holds multiple cybersecurity certifications, including Certified Information Systems Auditor (CISA), Certified Information Systems Security Professional (CISSP), Certified Information Security Manager (CISM), Certified in Governance of Enterprise IT (CGEIT) and Certified Data Privacy Solutions Engineer (CDPSE).

Bryan Rho, Chief Technology Officer

Mr. Rho is the Chief Technology Officer of CyberCatch. He is former Head of Compliance Technology Products, Risk, Information Security and Compliance Solutions, FIS (NYSE: FIS), Fortune 500 company, former Head of Products, Compliance Coach, industry-leading SaaS provider and a licensed attorney in the State of California. Mr. Rho obtained a bachelor of Arts from the University of Hawaii in 1996 and Juris Doctorate from California Western School of Law in 2000.

Name Change

Upon completion of the Proposed Acquisition, it is anticipated that the Resulting Issuer will continue the business of CyberCatch under the name “CyberCatch Holdings Inc.”, or a name to be determined by CyberCatch (the “Name Change”). The parties expect that the Exchange will assign a new trading symbol for the Resulting Issuer.

Sponsorship

The Proposed Acquisition is subject to the sponsorship requirements of the Exchange unless an exemption from those requirements is granted. Hopefield intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Proposed Acquisition should not be construed as any assurance with respect to the merits of the Proposed Acquisition or the likelihood of its completion.

Summary of Insiders of the Resulting Issuer other than Directors and Officers

To the knowledge of the directors and officers of Hopefield and CyberCatch, as the Proposed Acquisition is currently contemplated, no person other than directors and officers of the Resulting Issuers will directly or indirectly beneficially hold a controlling interest in the Resulting Issuer.

Filing Statement

In connection with the Proposed Acquisition and pursuant to the requirements of the Exchange, Hopefield intends on filing a filing statement on its issuer profile on SEDAR (www.sedar.com),  which will contain relevant details regarding the Proposed Acquisition, Hopefield, CyberCatch and the Resulting Issuer.

Additional Information

The Proposed Acquisition may require the approval of the shareholders of Hopefield. If required, Hopefield will hold a meeting of shareholders to seek all necessary approvals, the details of which will be disclosed once available.

Additional information regarding the Proposed Acquisition will be provided in future news releases.

Trading in the common shares of Hopefield has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the Exchange. There can be no assurance that trading of common shares of Hopefield will resume prior to the completion of the Proposed Acquisition. Further details concerning the Proposed Acquisition (including additional information regarding CyberCatch) and other matters will be announced when a Definitive Agreement is reached.

Completion of the Proposed Acquisition is subject to a number of terms and conditions, including and without limitation to the following: (i) negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Hopefiled or Cybercatch; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including conditional approval of the Exchange; completion of the Consolidation and any other required corporate changes of Hopefield; completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Acquisition. Trading of Hopefield’s common shares will remain halted pending further filings with the Exchange.

About Hopefield

Hopefield is a “capital pool company” within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The board of directors of Hopefield currently consists of Messrs. Mark Binns, Mark Healy and Chris Donaldson.

The officers of Hopefield are currently Mark Binns, Chief Executive Officer, and Zula Kropivnitski, Chief Financial Officer and Corporate Secretary. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction (as definedunder the policies of the Exchange), Hopefield will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

For further information, please contact:

Mark Binns, Chief Executive Officer
Telephone: [phone]
Email:[e-mail]

Completion of the 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. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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.

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.

This press 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.

Forward Looking Information

This news release may contain certain “Forward-Looking Statements” as defined under applicable Canadian securities laws.  When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information.  These forward-looking statements or information may relate to: the terms and timing of the Proposed Acquisition (including the entering into of a Definitive Agreement); statements concerning the Resulting Issuer following completion of the Proposed Acquisition (including composition of the board of directors and management team); completion of the Proposed Acquisition; and expectations for other economic, business, and/or competitive factors.  

 

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of Hopefield considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking informationinclude: the ability to consummate the Proposed Acquisition; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Proposed Acquisition on the terms and at the times proposed; the impact of the announcement or consummation of the Proposed Acquisition on relationships; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Proposed Acquisition. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.

 

The forward-looking information contained in this news release is stated as of the date of this news release. Hopefield does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

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