Following the Company’s press release dated June 29, 2021, on October 14, 2021, Finco closed the Concurrent Funding, consisting of a Broker Private Placement of Subscription Receipts (the “Broker Placement”) and ” a simultaneous non-brokered offering of subscription receipts (the “No Intermediary Offer”). Closure of simultaneous funding
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Pursuant to the brokerage offer, Finco issued a total of 2,888,870 subscription receipts at a purchase price of $ 1.75 per subscription receipt for gross proceeds of $ 5,055,522. In connection with the non-middleman placement, Finco issued a total of 859,311 subscription receipts for gross proceeds of $ 1,503,794. Each subscription receipt allows its holder to receive, without payment of any additional consideration and without any other action from each subscriber, subject to adjustment, one ordinary share of the capital of Finco (“Finco Share”) in accordance with the terms of a subscription receipt agreement between Finco, Sabio, Beacon Securities Limited (“Beacon”), Paradigm Capital Inc. (“Paradigm” and, together with Beacon, the “co-principal agents”), and TSX Trust Company , dated October 14, 2021 (the “Subscription Receipt Agreement”), upon satisfaction or waiver of the escrow release conditions described in the Subscription Receipt Agreement (the “Escrow Release Terms”). escrow ”). Upon closing of the Proposed Transaction, the Finco Shares issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged for shares of the resulting Issuer in accordance with the Business Combination Agreement on a one-for-one basis. .
As part of the simultaneous financing, and in accordance with the terms of an agency agreement dated October 14, 2021, entered into by the co-principal agents, Echelon Wealth Partners Inc. and PI Financial Corp. (collectively, the “Agents”), the Company, Finco and Sabio (the “Agency Agreement”), the Agents are entitled: “) (except for gross proceeds collected from subscribers on a list of the President provided by Sabio (the “President’s List”)) in respect of which a 2.0% cash commission was paid to the Agents), and (ii) an aggregate amount of 162,296 Warrants compensation (the “compensation warrants”), i.e. the number of compensation warrants equal to 7% of the subscription receipts sold as part of the brokerage offer (except for subscription receipts issued to subscribers of the President’s List, in respect of whose agents have been issued that a number of Warrants equal to 2.0% of the Subscription Receipts issued to such Subscribers will be issued to the Agents.) In addition, the Agents for account received corporate finance fees of $ 14,464 (the ‘h corporate finance warrants ”) and received a total of 7,300 corporate finance warrants (the“ warrants ”) pursuant to the terms of the agency agreement. In addition, the Company has agreed to pay Zelos Capital Ltd (“Finder”) (i) a cash commission of $ 10,641, or 7% of the principal amount of subscription receipts issued to subscribers entered by the Finder; and (ii) issue 6,080 warrants (“Inventor’s warrants”), i.e. the number of warrants to purchase a number of Finco shares equal to 7% of the principal amount of the Subscription Receipts. issued to subscribers introduced by the Inventor, at the close of the proposed Operation. Each Agents’ Warrant and the Intermediary’s Warrant will be exchangeable for a Warrant of the Resulting Issuer, which Warrant will allow its holder to subscribe for one Share of the Resulting Issuer at the price. of $ 1.75 per share for a period of 24 months from the date of satisfaction. terms of release from escrow.
The gross proceeds of Competitive Funding less: (i) 50% of the Commission in cash; (ii) business financing costs; and (iii) the Agents’ expenses incurred in connection with the Concurrent Funding have been placed in escrow pending satisfaction of the terms of release from the escrow.
Sabio intends to use the net proceeds from the concurrent financing for business development, working capital requirements and general corporate objectives.
Execution of the final agreement
Upon completion of the proposed transaction, the primary business of the resulting company will be that of Sabio’s current business, being a software and ad services company.
Spirit Banner is pleased to announce that, following the letter of intent entered into on June 23, 2021 and any amendment thereto, with Sabio (the “LOI”), it has entered into a business combination agreement. effective October 13, 2021. with Sabio, Finco, 2872484 Ontario Inc. (“Pubco Sub”), a wholly owned subsidiary of the Company, and Spirit Banner Merger Sub, Inc. (“Fusion Sub”), a subsidiary in exclusive property of the Company, in respect of the completion of the Proposed Transaction.
Completion of the proposed transaction is subject to the satisfaction of various conditions customary for a transaction of this nature, including, but not limited to: (i) satisfaction of the escrow release conditions; (ii) the completion of the consolidation of the titles of each of Spirit Banner and Sabio; (iii) the completion of the merger between Finco and Pubco Sub and the merger between Merger Sub and Sabio under the Proposed Transaction; and (iv) receipt of all required approvals, including approval from the Exchange and Sabio shareholders and all other necessary consents from other third parties.
Trading in the common shares in the capital of Spirit Banner is currently suspended in accordance with the policies of the Exchange and will remain so until all required documents in connection with the proposed transaction have been filed and accepted by the Exchange and the authorization of the Exchange. resume trading was obtained from the Exchange.
The terms of the proposed transaction were previously described in the Company’s press release dated June 29, 2021 (the “June press release”), and will include, among other steps, a consolidation by each of Spirit Banner and Sabio of its respective titles, a “three corners” merger between Finco and Pubco Sub, and a reverse triangular merger between Sabio and Merger Sub, following which Sabio will become a wholly owned subsidiary of Spirit Banner. For more details on the proposed transaction, please refer to the June press release.
The proposed transaction is subject to a number of conditions, including, without limitation, exchange approval. There can be no assurance that the proposed transaction will be completed on the proposed terms or at all.
About Sabio Mobile, Inc.
Sabio provides a CTV platform powered by mobile data, giving big brands the perfect balance between media, data and technology. Sabio’s unique approach to combining mobile data, device location and consumer behavior aims to provide brands with more efficient targeting and greater predictive accuracy for their mobile and connected TV advertising campaigns. Sabio’s team of seasoned marketers, engineers and data scientists are passionately innovative in everything they do, from developing Sabio’s proprietary audience platform and ad server to creative. and delivering stunning ads to smart TVs and mobile devices.
Spirit Banner is a capital pool company formed in accordance with the policies of the TSXV. She has no assets other than cash or cash equivalents and her rights under the letter of intent. The main activity of Spirit Banner is to identify and assess opportunities to acquire an interest in assets or businesses and, once identified and assessed, to negotiate an acquisition or participation subject to the acceptance by TSXV in order to complete a Qualifying Transaction in accordance with TSXV policies.
About Spirit Banner II Capital Corp.
Certain information contained in this press release may contain forward-looking statements. This information is based on current expectations which are subject to significant risks and uncertainties which are difficult to predict. Actual results may differ materially from results suggested in forward-looking statements. Spirit Banner assumes no obligation to update any forward-looking statements or to update the reasons why actual results may differ from those reflected in forward-looking statements unless and until applicable securities laws. to Spirit Banner require it.
Disclaimer Regarding Forward-Looking Statements
News Business Highlights
- Spirit Banner II Capital Corp. Announces the closing of the bought deal receipt financing and the signing of the definitive agreement to complete the qualifying transaction with Sabio Mobile, Inc.
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