Wishpond Announces $7 Million Bought Deal Public Offering
Vancouver, B.C. – January 14, 2021 – Wishpond Technologies Ltd. (TSXV: WISH) ("Wishpond" or the "Company"), a provider of marketing-focused online business solutions, today announced that it has entered into an agreement with Beacon Securities Limited (“Beacon”), as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters including PI Financial Corp., Desjardins Securities Inc., Haywood Securities Inc. and Paradigm Capital Inc. (collectively with Beacon, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 4,000,000 common shares (the “Offered Shares”) in the capital of the Company at a price of $1.75 per Offered Share (the “Issue Price”) for aggregate gross proceeds to the Company of $7,000,000 (the “Offering”).
In addition, the Company has granted the Underwriters an over-allotment option to purchase up to an additional number of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering at the Issue Price, exercisable in whole or in part, by the Underwriters, at any time, and from time to time, up to 30 days from the closing of the Offering.
In consideration for the services to be offered by the Underwriters in connection with the Offering, the Company has agreed to pay to the Underwriters a cash commission equal to 7% of the gross proceeds of the Offering (including any proceeds derived from the exercise of the over-allotment option), subject to a reduction to 3% of the gross proceeds of the Offering for purchasers from the Company’s president’s list. In addition, the Company has also agreed to issue to the Underwriters that number of compensation options as is equal to 7% of the number of Offered Shares sold under the Offering (including any proceeds derived from the exercise of the over-allotment option), subject to a reduction to 3% of the number of Offered Shares sold to purchasers from the Company’s president’s list (“Compensation Options”). Each Compensation Option shall be exercisable for a period of 24 months from the closing date of the Offering to acquire one common share in the capital of the Company at the Issue Price.
The proceeds raised from the sale of Offered Shares under the Offering are expected to be used by the Company for potential acquisitions, working capital and general corporate purposes. Closing of the Offering is expected to occur on or about February 9, 2021 (the “Closing Date”) or such other date as the Company and the Underwriters may agree, and is subject to a number of conditions, including without limitation, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
The Offering is to be effected on a bought deal basis in each of the provinces of Canada (other than Quebec) (the “Qualifying Jurisdictions”) pursuant to a short form prospectus to be filed in each of the Qualifying Jurisdictions and by way of private placement to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and Beacon, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Offered Shares have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, for the account or benefit of, “U.S. persons” (as those terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Offered Shares may be offered and sold in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act) and to a limited number of Institutional Accredited Investors (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act), in each case by way of private placement pursuant to an exemption from the registration requirements of the U.S. Securities Act and pursuant to any applicable securities laws of any state of the United States. Any Offered Shares offered and sold in the United States shall be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act).
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 jurisdiction in which such offer, solicitation or sale would be unlawful.
About Wishpond Technologies Corp.
Based out of Vancouver, British Columbia, Wishpond is a provider of marketing focused online business solutions. Wishpond's vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online. The Company offers an "all-in-one" marketing suite that provides companies with marketing, promotion, lead generation and sales conversion capabilities from one integrated platform. Wishpond replaces entire marketing functions in an easy-to-use product, 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. The Company has developed cutting edge marketing technology solutions and continues to add new features and applications with great velocity. The Company employs a Software-as-a-Service (SaaS) business model where substantially all the Company's revenue is subscription-based recurring revenue which provides excellent revenue predictability and cash flow visibility. Wishpond is listed on the TSX Venture Exchange under the ticker "WISH". For further information, visit: www.wishpond.com.
Forward Looking Statements
Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Company may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors – including, but not limited to, the availability of funds, acceptance of the Company's products, competition, closing of the Offering, the ability of the Underwriters to complete the Offering as expected, and general market conditions – that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed on SEDAR, (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
For further information: Pardeep S. Sangha, Investor Relations, firstname.lastname@example.org, 604-572-6392