/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
CALGARY, AB, Jan. 17, 2022 /CNW/ - DeepMarkit Corp., ("DeepMarkit" or the "Company") (TSXV: MKT) is pleased to announce that it has entered into a share purchase agreement (the "Definitive Agreement") with First Carbon Corp. ("First Carbon") and each holder (each, a "First Carbon Shareholder") of common shares of First Carbon ("First Carbon Shares") in connection with the Company's previously announced (November 23, 2021) proposed acquisition of all the issued and outstanding common shares of First Carbon (the "Acquisition"). The Acquisition has been conditionally accepted by the TSX Venture Exchange (the "Exchange"). Closing of the Acquisition and Private Placement (as defined below) is subject to receipt of final approval from the Exchange upon satisfaction of all remaining conditions.
The Company will complete the Acquisition pursuant to the Definitive Agreement by acquiring all 39,474,999 First Carbon Shares in exchange for 15,000,000 DeepMarkit Shares issued to the First Carbon Shareholders at a deemed price of $0.50 per DeepMarkit Share, for aggregate deemed consideration of $7,500,000. First Carbon Shareholders holding 2,849,905 DeepMarkit Shares issued in connection with the Acquisition have delivered lock-up agreements to the Company in which they have agreed not to trade such shares prior to October 15, 2022. There are no finder's fees payable in connection with the Acquisition. No "Control Person" will be created as a result of the Acquisition or the Private Placement, and the Acquisition will be an "Arm's Length Transaction" as such terms are defined in Policy 1.1 of the Exchange.
The Company's previously announced (November 23, 2021, December 17, 2021) upsized non-brokered private placement offering of units (the "Private Placement") has also received conditional acceptance from the Exchange. Under the Private Placement, the Company will issue up to a maximum of 4,500,000 units ("Units"), with each Unit comprised of one common share in the capital of the Company ("DeepMarkit Shares") and one common share purchase warrant (each, a "Warrant"), for the price of $0.50 per Unit and maximum gross proceeds of up to $2,250,000.
The net proceeds from the Private Placement will be expected to be used to fund continued business and corporate operations of DeepMarkit (for which it is estimated that approximately 40% of the net proceeds will be allocated), as well as the operations of FCC (for which it is estimated that approximated 60% of the net proceeds will be allocated). The Company will pay finder's fees of up to 7% cash or DeepMarkit Shares, and 7% compensation warrants to eligible finders in connection with the issue and sale of all of the Units under the Private Placement. The Private Placement will close concurrently with the closing of the Acquisition.
All DeepMarkit Shares issued pursuant to the Acquisition and Private Placement will be subject to a four month hold period required under applicable securities laws and the policies of the Exchange. A copy of the Definitive Agreement will be filed under the Company's profile on www.sedar.com.
Trading in the DeepMarkit Shares is currently halted pending final approval from the Exchange for the Acquisition and Private Placement. Trading is expected to resume two business days following the issuance of the Exchange's bulletin confirming that final approval for the Acquisition has been issued.
Overview of FCC
FCC is a software infrastructure company operating in the tokenization vertical of blockchain. FCC's primary asset, MintCarbon.io, is a SaaS, web-based platform which facilitates the minting of carbon credits. MintCarbon.io is currently undergoing beta testing and FCC anticipates an official launch in the first quarter of 2022.
DeepMarkit is a technology company focused on creating new tools and technologies to aid businesses in sales development and increasing profitability. DeepMarkit's Common Shares are listed on the Exchange, symbol MKT.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including statements relating to the completion of the Acquisition and the expected timing of receipt of all regulatory approvals, the Private Placement and the expected timing for closing of same, the use of proceeds from the Private Placement, and the expected timing with respect to the resumption of trading. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of DeepMarkit. Factors that could cause the actual results to differ materially from those in forward-looking statements include, but are not limited to, failure to obtain final regulatory approval for Acquisition, inability to complete the Private Placement, or failure to complete the Acquisition on the terms proposed, or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Completion of the Acquisition is subject to a number of conditions, including but not limited to, execution of the Definitive Agreement and acceptance by the Exchange.
The forward-looking statements contained in this press release are made as of the date of this press release and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.
SOURCE DeepMarkit Corp.
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