Interfield has closed its non-brokered private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of approximately
In connection with the Private Placement, Interfield agreed to pay an aggregate finder fees of
The Private Placement was undertaken in connection with the Transaction between the Company and Interfield whereby upon completion of the Transaction, Interfield will become a wholly-owned subsidiary of the Company (upon completion of the Transaction, the Company referred to as the "Resulting Issuer").
Upon the closing of the Transaction, each Subscription Receipt will be automatically exchanged for one common share of Interfield (an "Interfield Common Share") and one common shares purchase Warrant of Interfield (an "Interfield Warrant"), and subsequently each Interfield Common Share and Interfield Warrant will be automatically exchanged for approximately 77 common shares in the capital of the Resulting Issuer (a "Resulting Issuer Share") and approximately 77 common share purchase warrant of the Resulting Issuer (a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant shall have an exercise price of
The Resulting Issuer anticipates that the proceeds of the Private Placement will be used for general corporate and working capital purposes.
In advance of closing the Transaction, the Company has received approvals from both the
As such, the Shares will be delisted from the TSXV as of close of business on
Completion of the Transaction and the listing of the Resulting Issuer Shares are subject to the Company and Interfield fulfilling all of the NEO's listing requirements and will be subject to receipt of final approval of the NEO, as well as the receipt of any other necessary regulatory approvals. Completion of the Transaction is also subject to a number of conditions in accordance with the Definitive Agreement.
Interfield was incorporated on
Interfield Solutions is a state of the art software development company that provides tailor-made data management and marketplace solutions via its SaaS-based software Toolsuite for numerous industrial segments worldwide including oil and gas, mining and renewables. It also connects industrial companies to its proprietary e-business platform, Equipment Hound.
Toolsuite is an industrial data collection and management platform that digitizes industrial processes and provides real-time auditable data while operating on a cloud-based platform.
Equipment Hound is an e-commerce industrial equipment marketplace that manages a catalogue of equipment from various suppliers and provides procurement solutions such as request for quote, logistics support and third-party verification.
Highbury was incorporated on
ON BEHALF OF THE BOARD OF DIRECTORS
"Al Karim Jaffer"
Chief Executive Officer & Director ((604) 428-8289)
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance often using phrases such as "expects", "anticipates", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends", or variations of such words and phrases, or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the terms and conditions of the Transaction; the expected migration of the listing of the Shares from the TSXV to NEO; the expected completion of the Transaction and listing on NEO.
Forward-looking statements are necessarily based upon 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: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, including the approval of any applicable regulatory authority; the risk that a regulatory authority may not approve the Transaction on the terms proposed or at all; and that factors may occur which impede or prevent Interfield s future business plans. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Except as required by law, neither Highbury nor Interfield assume any obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.
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SOURCE
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