Wishpond Technologies Ltd. (Formerly Antera Ventures I Corp.) Announces Completion of Qualifying Transaction
VANCOUVER, BC, Dec. 8, 2020 /CNW/ – Wishpond Technologies Ltd. (TSXV: WISH) (the “Company“) is pleased to announce the closing of its previously announced qualifying transaction resulting in the reverse takeover of Antera Ventures I Corp. (“Antera“) by Wishpond Technologies Ltd. (the “Qualifying Transaction“).
Effective December 8, 2020, as a condition to the completion of the Qualifying Transaction, Antera changed its name to “Wishpond Technologies Ltd.” and consolidated its share capital (the “Consolidation“) on the basis of 4.646720625 (old) common shares for 1 (new) common share. Immediately following the Consolidation, Antera had an aggregate of 2,666,660 common shares outstanding.
Pursuant to the terms of the Qualifying Transaction, Wishpond Technologies Ltd. (“Wishpond“), a private British Columbia company, amalgamated with 1264881 B.C. Ltd., a wholly owned subsidiary of Antera, by way of a three cornered amalgamation pursuant to a merger agreement dated September 10, 2020, a copy of which is available under the Company’s profile on SEDAR at www.sedar.com, and all outstanding securities of Wishpond were exchanged (the “Securities Exchange“) for post-Consolidation securities of Antera on the basis of approximately 3.2439938 (new) common shares of Antera for each 1 Wishpond share, resulting in approximately 37,333,333 post-Consolidation Antera common shares being issued to former shareholders of Wishpond. Further details regarding the Qualifying Transaction can be found in the filing statement of Antera and Wishpond dated November 26, 2020 (the “Filing Statement“), a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.
The parties to the Qualifying Transaction have made their final submission to the TSX Venture Exchange (the “Exchange“) in connection with the Exchange’s issuance of its listing bulletin.
It is anticipated that the common shares of the Company will commence trading on the Exchange under the trading symbol “WISH” on or about December 11, 2020.
On completion of the Qualifying Transaction, certain Principals (as defined policies of the Exchange) of the resulting issuer holding an aggregate of 21,446,880 common shares of the Company are subject to escrow in accordance with section 6.2 of Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Exchange (“Policy 5.4“). Pursuant to Policy 5.4, 10% of the escrowed shares will be released at the time of the Final Exchange Bulletin, 20% of the escrowed shares will be released 6 months from the Final Exchange Bulletin, 30% of the escrowed shares will be released 12 months from the Final Exchange Bulletin, and 40% of the escrowed shares will be released 18 months from the Final Exchange Bulletin.
In addition, certain current and/or former shareholders of Antera have entered into a CPC Escrow Agreement (the “CPC Escrow Agreement“) with the Exchange and Computershare Investor Services Inc., as escrow agent, in respect of 1,456,938 post-Consolidation Antera common shares. Under the terms of the CPC Escrow Agreement, 25% of the escrowed shares will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter. Computershare Investor Services Inc. acts as escrow agent in respect of the CPC Escrow Agreement.
In addition, on completion of the Qualifying Transaction, certain former shareholders of Wishpond holding an aggregate of 14,551,379 common shares of Antera are subject to seed share resale restrictions (“SSRR“) pursuant to section 10 of Policy 5.4. Under the policies of the Exchange, 25% of all shares subject to SSRR are released at the time of the Final Exchange Bulletin, with 25% released on each 6 month anniversary thereafter. In addition, on completion of the Qualifying Transaction, certain former shareholders of Wishpond holding an aggregate of 845,232 common shares of Antera are subject to SSRR pursuant to section 10 of Policy 5.4. Under the policies of the Exchange, 20% of all shares subject to SSRR are released at the time of the Final Exchange Bulletin, with 20% released on each 6 month anniversary thereafter.
In addition, on completion of the Qualifying Transaction, certain former shareholders of Wishpond holding an aggregate of 31,997,586 common shares of Antera are subject to a contractual lock up period of 150 days from the date that all Escrow Release Conditions (as defined in the Agency Agreement) are met. Where securities held by shareholders subject to the contractual lock up period are also subject to escrow in accordance with Exchange policies and applicable securities laws, the more restrictive escrow/lock-up regime shall govern.
Board of Directors and Executive Management
Following the completion of the Qualifying Transaction, the following individuals will comprise the directors and officers of the Company:
Chief Executive Officer, Chairman, Director
Chief Financial Officer
Chief Operating Officer, Director
Chief Product Officer
Chief Technology Officer
Arinder S. Mahal
Concurrent with the closing of the Qualifying Transaction, BDO Canada LLP has been appointed auditors of the Company.
Following completion of the Qualifying Transaction, the fiscal year end of the Company shall be December 31. In accordance with applicable laws, the Company will publish unaudited interim financial statements of Wishpond Holdings Ltd. for the nine (9) months ended September 30, 2020 within 10 days of the completion of the Qualifying Transaction.
Conversion of Concurrent Financing Subscription Receipts
Further to Antera’s news release dated October 15, 2020, concurrent with the completion of the Qualifying Transaction, an aggregate of 6,133,000 subscription receipts of Wishpond were converted into an equivalent number of common shares of the Company pursuant to the terms of a subscription receipt agreement between the Company and Beacon Securities Limited, and Computershare Trust Company Canada dated October 15, 2020 (the “SR Agreement“). In addition, escrowed proceeds were also released in accordance with the provisions of the SR Agreement.
Additional Information for Shareholders
The Company’s transfer agent, Computershare Investor Services Inc., will be mailing Direct Registration System statements to all former Wishpond shareholders (other than for those that are required to be in certificated form) setting out each holder’s shareholdings. The CUSIP number for Wishpond common shares is 97730P206.
Former holders of pre-Consolidation common shares of Antera will be receiving by mail, from Computershare Investor Services Inc., a letter of transmittal with instructions on how to remit your former Antera common shares for post-Consolidation common shares of the Company.
For further information, please refer to the Filing Statement posted to the Company’s issuer profile on SEDAR at www.sedar.com, as well as the press releases dated July 27, 2020, September 14, 2020, October 15, 2020, and November 26, 2020.
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.
Investors are cautioned that, except as disclosed in the Filing Statement 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 news release.
Neither the Exchange nor its Regulation Service Provider (as defined policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to rounding pursuant to the process of completing the Consolidation and the exchange of Wishpond securities for post-Consolidation common shares.
SOURCE Wishpond Technologies Ltd.
For further information: WISHPOND TECHNOLOGIES LTD., Kendra Low, Corporate Secretary, Telephone: 604 889-4790