Technology

Givex Data Expertise Group Restricted (Previously County Capital 2 Ltd.) Pronounces Completion of Qualifying Transaction

Toronto, Ontario–(Newsfile Corp. – November 25, 2021) – Givex Data Expertise Group Restricted (previously County Capital 2 Ltd.) (“Givex” or the “Company“) (TSXV: CTWO.P), is happy to announce that it has accomplished the acquisition (the “Qualifying Transaction“) of all the issued and excellent securities of Givex Company (“Prior Givex“), constituting its “Qualifying Transaction” inside the which means of Coverage 2.4 – Capital Pool Firms of the TSX Enterprise Change (the “TSXV“). Previous to completion of the Qualifying Transaction, the Company effected a consolidation (the “Consolidation“) of its excellent frequent shares on the premise of 1 post-Consolidation frequent share for each 9.1871 pre-Consolidation frequent shares and altered its title from “County Capital 2 Ltd.” to “Givex Data Expertise Group Restricted”.

“Finishing our go-public transaction, together with an upsized financing of $22 million, in beneath three months from announcement, is a testomony to the extraordinary efforts undertaken by everybody concerned,” commented Don Grey, CEO of Givex. “We’re excited at what the longer term has in retailer for Givex, now that we’ve full entry to the general public markets”, continued Mr. Grey. “We’re grateful to our long-term and new shareholders for putting their belief in us as we proceed Givex’s march in direction of solidifying its place among the many world’s main fintech firms.”

The Qualifying Transaction was accomplished by means of a enterprise mixture pursuant to which, amongst different issues: (a) Prior Givex merged with County Subco Corp. (the “Merger“), an entity integrated for the needs of the Merger, pursuant to the provisions of the Worldwide Enterprise Firms Act (Bahamas) (the “IBCA“), following which Givex Company (“Mergeco“) survived because the successor company; (b) all the class A bizarre shares of Prior Givex (“Prior Givex Class A Shares“), together with these issued on account of the conversion of the Subscription Receipts (as outlined beneath), class B bizarre shares of Prior Givex and sophistication C desire shares of Prior Givex excellent instantly previous to the Merger have been exchanged for sophistication A bizarre shares of Mergeco (the “Mergeco Shares“), which Mergeco Shares have been subsequently exchanged with the Company for post-Consolidation frequent shares of the Company (every, a “Ensuing Issuer Share“) on the premise of 1 Mergeco Share for one Ensuing Issuer Share (the “Change Ratio“); and (c) all convertible securities of Prior Givex have been exchanged for convertible securities of the Company on economically equal phrases on the premise of the Change Ratio as additional described within the submitting assertion of the Company.

The Company has obtained conditional approval from the TSXV and the Toronto Inventory Change (the “TSX“) to de-list the Ensuing Issuer Shares from the TSXV and concurrently listing the Ensuing Issuer Shares on the TSX beneath the ticker image “GIVX”. Ultimate approval will happen upon the issuance of the ultimate trade bulletin by the TSX. It’s anticipated that buying and selling of the Ensuing Issuer Shares beneath the brand new ticker image will start on the TSX on or about December 1, 2021.

Instantly following completion of the Qualifying Transaction, Tyler Lang and Paul Dinelle resigned from their positions as officer and administrators of the Company, as relevant, Rob Munro resigned from his place as officer of the Company and Jeff Hergott resigned from his place as a director of the Company, and the next people have been appointed as officers and administrators of the Company:

  • Don Grey, Chief Govt Officer and Director

  • Jim Woodside, Chief Monetary Officer and Director

  • Michael Carr, Lead Impartial Director

  • Robert Munro, Director

  • Miles Evans, Director

  • Brittain Brown, President

  • Graham Campbell, Chief Working Officer

  • Mo Chaar, Chief Business Officer

  • Debra Demeza, Govt Vice President, Human Sources

  • Jeff Hergott, Company Secretary

Instantly earlier than the completion of the Qualifying Transaction and upon the satisfaction of sure escrow launch circumstances, every of the 22,000,000 subscription receipts (the “Subscription Receipts“) issued by Prior Givex on November 12, 2021 pursuant to a concurrent brokered and non-brokered non-public placement (the “Subscription Receipt Financing“) have been robotically transformed, for no extra consideration, into one Prior Givex Class A Share and one-half of 1 Prior Givex Class A Share buy warrant (every complete warrant, a “Prior Givex Warrant“), with every Prior Givex Warrant exercisable to buy one Prior Givex Class A Share at a worth of $1.25 till November 25, 2023. In reference to the Merger, all such Prior Givex Class A Shares and Prior Givex Warrants have been exchanged for Ensuing Issuer Shares and warrants of the Company on economically equal phrases (“Ensuing Issuer Warrants“) on the premise of the Change Ratio.

In reference to the Subscription Receipt Financing, Prior Givex issued an mixture of 1,538,600 compensation choices (the “Prior Givex Compensation Choices“) to sure brokers and advisors, every Prior Givex Compensation Possibility exercisable to amass one unit of Prior Givex comprising of 1 Prior Givex Class A Share and one-half of 1 Prior Givex Warrant at a worth of $1.00 per unit till November 25, 2023. In reference to the Merger, all such Prior Givex Compensation Choices have been exchanged for compensation choices of the Company on economically equal phrases (“Ensuing Issuer Compensation Choices“) on the premise of the Change Ratio.

No fractional Ensuing Issuer Shares have been issued pursuant to the Consolidation. If, on account of the Consolidation, a holder of pre-Consolidation frequent shares was in any other case entitled to a fraction of a Ensuing Issuer Share, the variety of Ensuing Issuer Shares issuable to such holder was rounded all the way down to the closest complete quantity.

Following completion of the Qualifying Transaction, there are 115,108,304 Ensuing Issuer Shares excellent, of which 90,213,300 Ensuing Issuer Shares, representing roughly 78.37% of the at the moment issued and excellent Ensuing Issuer Shares, are held by the previous holders of Prior Givex shares (not together with the Prior Givex shares issued upon the conversion of the Subscription Receipts). An mixture of 65,120,081 Ensuing Issuer Shares are topic to a contractual maintain interval negotiated with brokers within the Subscription Receipt Financing, pursuant to which 50% of such shares shall develop into freely tradeable on every of the dates that’s 180 days and 270 days following completion of the Qualifying Transaction (the “Lock-Up“).

For additional info concerning the Qualifying Transaction and the Company, please see the Submitting Assertion of County Capital 2 Ltd. dated November 14, 2021, which is on the market on SEDAR at www.sedar.com, in addition to the Company’s information releases dated September 8, 2021, October 5, 2021, October 12, 2021, October 14, 2021, November 12, 2021 and November 15, 2021.

Shareholder Conferences

The Company additionally pronounces that each one issues submitted to shareholders for approval as set out intimately within the Company’s administration info round (the “Round“) dated October 26, 2021 have been permitted on the particular assembly of the shareholders of the Company held on November 24, 2021 (the “Assembly“).

Additional info concerning the resolutions handed on the Assembly will be discovered within the Round, which is on the market on the Company’s profile on SEDAR at www.sedar.com.

Grant of RSUs

The Company additionally pronounces that at present it has granted a complete of three,785,000 restricted share models pursuant to the Restricted Share Unit Plan of the Company permitted on the Assembly.

Early Warning Disclosure

On account of the Qualifying Transaction, Krane & Firm Inc., an organization integrated beneath the IBCA, acquired direct possession of 37,665,075 Ensuing Issuer Shares, representing roughly 32.72% of the issued and excellent Ensuing Issuer Shares. Such Ensuing Issuer Shares are topic to the Lock-Up. Previous to completion of the Qualifying Transaction, Krane & Firm Inc. didn’t have possession of, or exercised management or course over, any voting or fairness securities of the Company. The only real shareholder of Krane & Firm Inc. is Drake and Noseworthy Belief, of which Don Grey, Chief Govt Officer and Director of the Company and Debra Demeza, Govt Vice President, Human Sources of the Company, are beneficiaries. Don Grey holds 1,250,000 inventory choices to amass Ensuing Issuer Shares and Debra Demeza holds 250,000 inventory choices to amass Ensuing Issuer Shares and 1,826,700 restricted share models of the Company. Assuming the train of the foregoing inventory choices of the Company and the vesting of the foregoing restricted share models of the Company, Don Grey and Debra Demeza would not directly personal or management roughly 34.61% of the issued and excellent Ensuing Issuer Shares on {a partially} diluted foundation. Krane & Firm Inc., Don Grey and Debra Demeza every might, occasionally, take such actions in respect of their respective holdings in securities of the Company as they might deem acceptable, in mild of the circumstances then present, together with the acquisition of extra Ensuing Issuer Shares or different securities of the Company or the disposition of all or a portion of the their respective securityholdings within the Company, topic in every case to relevant securities legal guidelines, the Lock-Up and the phrases of such securities, as relevant. An early warning report will likely be filed by Krane & Firm Inc., Don Grey and Debra Demeza in accordance with relevant securities legal guidelines. To acquire a duplicate of the early warning report, please contact Don Grey at 416-350-9660 (ext. 2227).

On account of the Qualifying Transaction, RBC Trustees (Jersey) Restricted, as trustee of JPE Belief, acquired, via its wholly owned subsidiary, Inter.Act Enterprise Fund Inc., management and course of 18,630,660 Ensuing Issuer Shares, representing roughly 16.19% of the issued and excellent Ensuing Issuer Shares. Such Ensuing Issuer Shares are topic to the Lock-Up. Previous to completion of the Qualifying Transaction, RBC Trustees (Jersey) Restricted, as trustee of JPE Belief didn’t have possession of, or train management or course over, any voting or fairness securities of the Company. JPE Belief is discretionary in nature and nobody beneficiary has any pre-determined entitlement to belief property. Sooner or later, topic to the Lock-Up and every other relevant restrictions, the JPE Belief /Inter.Act might focus on with administration and/or the board of administrators of the Givex any of the transactions listed in clauses (a) to (ok) of merchandise 5 of Type F1 of Nationwide Instrument 62-103 – The Early Warning System and Associated Take-over Bid and Insider Reporting Points and should additional buy, maintain, vote, commerce, dispose or in any other case deal within the securities of the Givex, in such method as deemed advisable to learn from modifications in market costs of the Givex’s securities, publicly disclosed modifications within the operations of the Givex, its enterprise technique or prospects or from a cloth transaction of the Givex. An early warning report will likely be filed by RBC Trustees (Jersey) Restricted, as trustee of JPE Belief, in accordance with relevant securities legal guidelines. The deal with for RBC Trustees (Jersey) Restricted, as trustee of JPE Belief is Gaspé Home, 66-72 Esplanade, St Helier, Jersey JE2 3QT. To acquire a duplicate of the early warning report, please contact Marc Ladouceur at 416-473-4070.

About Givex

Givex is a fintech firm with a 20-year monitor file of sustainable, worthwhile progress that has developed and commercialized a cloud-based, omnichannel know-how platform, seamlessly integrating present and loyalty packages, level of sale programs and versatile fee companies to enterprise stage retail and hospitality retailers throughout the globe. With shoppers together with a few of the world’s largest manufacturers, Givex’s platform is at the moment deployed in over 90,000 consumer areas throughout 70 nations.

For additional info please contact:

Givex Data Expertise Group Restricted
134 Peter St, Toronto, ON M5V 2H2
Attn: Joe Donaldson
Phone: 416.350.9660
E mail: joe.donaldson@givex.com
Web site: www.givex.com

Neither the TSXV nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts duty for the adequacy or accuracy of this launch.

This information launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any securities in america. The securities of the Company haven’t been and won’t be registered beneath america Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities legal guidelines and will not be provided or offered inside america or to U.S. individuals except registered beneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is on the market.

Cautionary Assertion Concerning Ahead-Wanting Data

This press launch accommodates sure forward-looking statements, together with statements in regards to the Company’s future plans and intentions, and the buying and selling of the Ensuing Issuer Shares on the TSX. Wherever potential, phrases comparable to “might”, “will”, “ought to”, “might”, “anticipate”, “plan”, “intend”, “anticipate”, “imagine”, “estimate”, “predict” or “potential” or the unfavorable or different variations of those phrases, or related phrases or phrases, have been used to establish these forward-looking statements. These statements replicate administration’s present beliefs and are primarily based on info at the moment accessible to administration as on the date hereof.

Ahead-looking statements contain vital threat, uncertainties and assumptions. Many elements might trigger precise outcomes, efficiency or achievements to vary materially from the outcomes mentioned or implied within the forward-looking statements. These elements must be thought of rigorously and readers mustn’t place undue reliance on the forward-looking statements. Though the forward-looking statements contained on this press launch are primarily based upon what administration believes to be cheap assumptions, the Company can not guarantee readers that precise outcomes will likely be per these forward-looking statements. These forward-looking statements are made as of the date of this press launch, and the Company assumes no obligation to replace or revise them to replicate new occasions or circumstances, besides as required by regulation.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the supply model of this press launch, please go to https://www.newsfilecorp.com/launch/105164

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