/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
VANCOUVER, BC, Oct. 15, 2020 /CNW/ - Antera Ventures I
Corp. (TSXV:ANTI.P) (the "Company" or "Antera")
is pleased to announce that Wishpond Technologies Ltd.
("Wishpond") has closed its previously announced brokered
private placement financing (the "Financing") of 6,133,000
subscription receipts (the "Subscription Receipts") at a
price of $0.75 per Subscription
Receipt, for gross proceeds of approximately $4.6 million, which included an upsize from the
original minimum offering amount of $3.0
million and the full exercise of the Agents' (as defined
below) over-allotment option. The Financing was completed by a
syndicate of agents led by Beacon Securities Limited
("Beacon") and including PI Financial Corp. (collectively,
the "Agents") pursuant to an agency agreement dated
October 15, 2020.
The closing of the Financing is one of the conditions in respect
of the previously announced reverse take-over of the Company by
Wishpond (the "Qualifying Transaction") pursuant to the
terms of the definitive merger agreement entered into with Wishpond
(the "Definitive Agreement") which will constitute Antera's
qualifying transaction (the "Qualifying Transaction")as such
term is defined under the policies of the TSX Venture Exchange (the
"TSXV").
The net proceeds of the Financing after deducting 50% of the
Commission (as defined below), the Agents' expenses and a cash
corporate finance fee (the "Escrowed Funds") have been
deposited in escrow pursuant to the terms of a subscription receipt
agreement (the "Subscription Receipt Agreement") dated
October 15, 2020 among Wishpond,
Beacon and Computershare Trust Company of Canada as subscription receipt agent. The
Escrowed Funds will be held in escrow pending satisfaction of all
of the escrow release conditions pursuant to the terms of the
Subscription Receipt Agreement including, but not limited to,
the Company receiving all applicable regulatory approvals and
completing the Qualifying Transaction (the "Escrow
Conditions").
Upon satisfaction of the Escrow Conditions, immediately prior to
the completion of the Qualifying Transaction, the Escrowed Funds,
after deducting 50% of the remaining Commission, which will be
transferred to the Agents, will be released to the Company and each
Subscription Receipt will automatically convert into a number of
common share of Wishpond (the "Conversion Shares") equal to
a fraction, the numerator of which is one, and the denominator of
which is approximately 3.2439938 (the "Exchange Ratio") for
no additional consideration. In connection with the Qualifying
Transaction each Conversion Share will immediately thereafter be
exchanged for common shares of the Company ("Resulting Issuer
Shares") at the Exchange Ratio, on the same basis as all other
shares of Wishpond outstanding immediately prior to the completion
of the Qualifying Transaction pursuant to the terms of the
Definitive Agreement. For avoidance of doubt, each Subscription
Receipt shall ultimately result in the issuance of one Resulting
Issuer Share upon completion of the Qualifying Transaction. If the
Qualifying Transaction is not completed on or before 5:00 p.m. (Vancouver time) on January 13, 2021, the Escrowed Funds will be
returned to the subscribers and the Subscription Receipts will be
void and be of no further effect or value.
In consideration for their services in connection with the
Financing the Agents will receive a cash commission equal to 8% of
the gross proceeds of the Financing (3% for purchasers from a
president's list of Wishpond) (the "Commission") and a cash
corporate finance fee. On closing of the Financing, the Agents
received 50% of the Commission with the balance forming part of the
Escrowed Funds. In addition, as further consideration, the Agents
received that an aggregate of 471,607 broker warrants (the
"Broker Warrants"). Upon completion of the Qualifying
Transaction, each Broker Warrant will entitle the holder thereof to
acquire one common share in the capital of resulting issuer of the
Qualifying Transaction (the "Broker Shares") at an exercise
price of $0.75 for a period of 24
months following the satisfaction of the Escrow Conditions. In the
event that the Escrow Conditions are not satisfied, the Broker
Warrants will be cancelled.
Subject to policies of the TSXV and applicable securities
laws, any Consideration Shares issued in exchange for the Resulting
Issuer Shares, as well as the Broker Warrants and any Broker Shares
issuable on the exercise of the Broker Warrants, are not expected
to be subject to any restrictions on resale.
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY
SECURITIES IN THE UNITED STATES.
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM
SUCH REGISTRATION. WISHPOND HAS NOT REGISTERED AND WILL NOT
REGISTER THE SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED. WISHPOND DOES NOT INTEND TO ENGAGE IN A PUBLIC OFFERING OF
SECURITIES IN THE UNITED STATES.
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL.
About Wishpond Technologies Ltd.
Wishpond is a provider of marketing focused online business
solutions based out of British
Columbia. Wishpond offers an "all-in-one" marketing suite
that provides companies with marketing, promotion, lead generation
and sales conversion capabilities. Wishpond replaces entire
marketing functions in an easy to use platform, for a fraction of
the cost. Wishpond serves over 2,000 customers who are primarily
small-to-medium size businesses (SMBs) in a wide variety of
industries.
Wishpond's vision is to become the leading provider of digital
marketing solutions that empower entrepreneurs to achieve success
online, regardless of their industry or size. Wishpond has
developed cutting edge marketing technology solutions and continues
to add new features and applications with great velocity. In
addition to offering specific lead generation tools, Wishpond also
provides advanced marketing applications integrated and managed
from a centralized platform.
Wishpond employs a subscription-based SaaS (Software as a
Service) model where customers subscribe to the company's software
and services through annual or monthly recurring plans.
Substantially all of the company's revenue is subscription based
recurring revenue which provides excellent revenue and cash flow
visibility.
About Antera Ventures I Corp.
Antera is a capital pool company created pursuant to the
policies of the TSXV. It does not own any assets, other than cash
or cash equivalents and its rights under the Definitive Agreement.
The principal business of Antera is to identify and evaluate
opportunities for the acquisition of an interest in assets or
businesses and, once identified and evaluated, to negotiate an
acquisition or participation subject to acceptance by the TSXV so
as to complete a qualifying transaction in accordance with the
policies of the TSXV.
Completion of the Qualifying Transaction is subject to a number
of conditions, including TSXV acceptance. There can be no assurance
that the Qualifying Transaction will be completed as proposed or at
all. Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Qualifying
Transaction, any information released or received with respect to
the Qualifying Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Qualifying
Transaction and has neither approved nor disapproved the contents
of this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that
are subject to risks and uncertainties. All statements within,
other than statements of historical fact, are to be considered
forward looking. Generally, forward-looking information can
frequently, but not always, be identified by use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events, conditions or results "will", "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved" or
the negative connotations thereof. All statements other than
statements of historical fact may be forward-looking statements.
Forward looking-information in this news release includes, but is
not limited to, statements with respect to the satisfaction of the
Escrow Conditions in a timely manner or at all, the completion of
the Qualifying Transaction, the use of the proceeds of the
Financing and the receipt of all applicable regulatory approval in
a timely manner or at all. Such forward-looking information is
subject to risks and uncertainties that may cause actual results,
performance and developments to differ materially from those
contemplated by the forward-looking information, such as the risk
that the Escrow Conditions will not be satisfied in a timely manner
or at all, that the Company will not be able to complete the
Qualifying Transaction, that the Company will not be able to use
the proceeds of the Financing in the manner set out herein and that
the Company will not receive all applicable regulatory approvals in
a timely manner or at all. Although the Company has attempted to
identify important factors that would cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated, or intended. Except as required by
law, the Company expressly disclaims any obligation and does not
intend, to update any forward-looking information in this news
release. Although the Company believes that the expectations
reflected in the forward-looking information are reasonable, there
can be no assurance that such expectations will prove to be correct
and makes no reference to profitability based on sales reported. We
do not assume any obligation to update any forward-looking
statements except as required under the applicable laws. The
statements in this news release are made as of the date of this
release.
SOURCE Antera Ventures I Corp.
