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TORONTO, June 18, 2021 /CNW/ - Good2Go Corp. ("G2G" or the "Company") is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSXV") in respect of its qualifying transaction (the "Qualifying Transaction") with NowVertical Group, Inc. ("NVG") pursuant to Policy 2.4 - Capital Pool Companies of the TSXV.
In accordance with the previously announced business combination agreement dated March 22, 2021, Good2Go (US) Corp., a wholly-owned U.S. subsidiary of G2G, will merge with NVG and the security holders of NVG will become security holders of G2G. G2G will issue class A subordinate voting shares ("SVS") and class B proportionate voting shares ("PVS") to security holders of NVG, in accordance with their jurisdiction of residence. Each SVS will entitle the holder to one vote per share and each PVS will entitle the holder to the number of votes equal to the number of SVS into which each PVS is convertible (namely 100 SVS). The SVS and PVS otherwise have the same features. It is the parties' intention that the SVS will be listed on the TSXV following the closing of the Qualifying Transaction. G2G will change its name to "NowVertical Group Inc.".
The Qualifying Transaction is expected to close on or about June 29, 2021. Completion of the Qualifying Transaction remains subject to a number of conditions, including final approval of the TSXV. Trading in the common shares of the Company is presently halted and will remain halted until completion of the Qualifying Transaction.
In connection with the Qualifying Transaction and pursuant to TSXV requirements, G2G has filed a filing statement dated June 18, 2021 on SEDAR (www.sedar.com).
NVG, a Delaware corporation, was formed on September 22, 2020 and has since acquired two existing operating businesses, with histories dating back to 2014 and 2019 respectively. With a focus on scaling NVG's current efforts in the global automotive and government verticals, coupled with 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 government actors to make data informed decisions affecting billions of people globally.
G2G was incorporated under the Business Corporations Act (Ontario) on February 28, 2018 and is a capital pool company listed on the TSXV. G2G has no commercial operations and has no assets other than cash. G2G's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction. Trading in the securities of a capital pool company should be considered highly speculative. Shares of G2G are currently halted from trading on the TSXV and trading is not expected to resume until closing of the Qualifying Transaction. 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.
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.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
This release includes forward-looking information within the meaning of Canadian securities laws regarding G2G and its businesses, which may include, but are not limited to, statements with respect to the completion of the Qualifying Transaction, the ability to obtain regulatory approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies. Although G2G and NVG have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and G2G and NVG undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance and shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Mira X should be considered highly speculative.
Neither the TSX nor the TSX Venture Exchange Inc. has in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither 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
SOURCE Good2Go Corp.
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