The Agents received a cash commission of
"Closing this business combination marks a pivotal milestone for the NVG team" said
Prior to the completion of the Qualifying Transaction, G2G effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 4.5 pre-consolidation common shares. Furthermore, the Corporation implemented a dual class share structure with Class A Subordinate Voting Shares ("SVS") replacing the common shares and Class B Proportionate Voting Shares ("PVS"). Each SVS carries one vote per share and each PVS carries 100 votes per share. The Transaction was completed through the exchange of all of the outstanding shares of NVG into SVS on a one for 1.778 basis or into PVS on a 100 for 1.778 basis of the Resulting Issuer (SVS and PVS together, assuming conversion of PVS to SVS on a 1:100 basis, the "Resulting Issuer Shares"). In addition, the Transaction was completed through the conversion all of NVG's and Finco's securities exercisable or exchangeable for, or convertible into, or other rights to acquire NVG or Finco securities outstanding, including those acquired by way of the private placement.
The Qualifying Transaction was done by way of a three-cornered amalgamation (the "Business Combination") pursuant to which, among other things, (i) NVG amalgamated with a wholly-owned
Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows:
Daren Trousdell , Chief Executive Officer, Chairman and Director;John Adamovich , Chief Financial Officer and Director;- Scott Nirenberski, Director;
Elaine Kunda , Director;Darell MacMullin , Director;Aimee Lessard , Chief Analytics Officer; andAndre Garber , Executive Vice President,Corporate Development & Legal Affairs .
As a result of the Qualifying Transaction, the security holders of NVG hold approximately 33,966,435 Resulting Issuer Shares, representing approximately 68.96% of the Resulting Issuer Shares, the holders of converted convertible notes will hold approximately 3,910,814 Resulting Issuer Shares, representing approximately 7.94% of the Resulting Issuer Shares, whereas the shareholders of
The SVS will be listed and posted for trading on the
In accordance with TSXV policies, a total of 4,793,216 SVS, 239,146 PVS and 2,491,493 Options will be held under escrow as "Surplus Shares". A total of 900 PVS will be held under escrow as "Value Shares". Furthermore, a total 6,110,705 Resulting Issuer Shares and 2,593,061 Options are subject to lock-up agreements until 120 days following the closing of the Qualifying Transaction. This represents a difference of 334,856 SVS and 31,224 PVS less in escrow as "Value Shares" than reported in the Filing Statement dated
As a result of the Qualifying Transaction, 49,251,842 Resulting Issuer Shares became issued and outstanding, comprised of a total of 22,124,842 SVS and 271,270 PVS (such PVS convertible into an aggregate of 27,127,000 SVS), of which 237,045 PVS, representing approximately 48.13% of the issued outstanding voting shares, were acquired and are now held
To obtain a copy of the early warning report to be filed in connection with the acquisition of the PVS by
In connection with the Transaction, the auditor of NVG,
The Resulting Issuer also announces that, subject to the approval by the TSXV, it has retained the services of
Advisors
About NVG
Founded in 2020, NVG is a global big data software and services company that helps businesses win in the digital economy by helping its clients better understand, manage and utilize their data. NVG is focusing on scaling its current efforts in the global automotive and government verticals, and is pursuing an acquisition strategy focused on profitable and accretive data analytics software and services companies in other under-utilized data rich industries. NVG is positioned to be an invaluable tool for executives and bureaucrats to make data informed decisions affecting billions of people globally. For more information about NVG, visit www.nowvertical.com.
About G2G
G2G was incorporated under the Business Corporations Act (
Trading in the securities of a capital pool company should be considered highly speculative. Shares of G2G are currently halted from trading on the Exchange and trading is not expected to resume until closing of the Proposed Transaction. Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
All information contained in this press release with respect to G2G and NVG was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Forward‐Looking Statements
This news release may contain forward‐looking statements (within the meaning of applicable securities laws) which reflect the Corporation's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the Corporation's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the future success of the Corporation's business.
The forward-looking statements in this news release are based on certain assumptions, including without limitation the Shares beginning trading on the TSXV. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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