Toronto, Ontario--(Newsfile Corp. - February 16, 2021) - Cinaport Acquisition Corp. III (TSXV: CAC.P) (the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a letter of intent (the "LOI") dated February 12, 2021 with Coinberry Limited ("Coinberry"), a corporation existing under the federal laws of Canada. The LOI outlines the principal terms and conditions pursuant to which the shareholders of Coinberry will, directly or indirectly, acquire the majority of the issued and outstanding securities of the Company. The transaction will constitute the Company's Qualifying Transaction (the "Qualifying Transaction") under Policy 2.4 of the Exchange ("Policy 2.4").
Terms of the Qualifying Transaction
Pursuant to the terms of the LOI, the Qualifying Transaction is to be structured as a three-cornered amalgamation, share exchange, plan of arrangement or other similarly structured transaction as may be agreed to by both parties with regard for tax considerations, accounting treatments and applicable legal and regulatory requirements.
As of the date hereof, the number of common shares of the Company to be issued to shareholders of Coinberry remains subject to the final valuation of Coinberry, which is expected to be based on a brokered private placement (the "Private Placement") to be undertaken by Coinberry concurrently with, and as a condition to completion of, the Qualifying Transaction as more fully described below. The parties have agreed on the valuation of the Company for the purposes of the Qualifying Transaction and the ownership ratio for the respective shareholders of the Company and Coinberry upon closing of the Qualifying Transaction will be subject to the final valuation of Coinberry.
Closing of the Qualifying Transaction is subject to the satisfaction of, among other things, the following conditions precedent: completion of the Private Placement; completion and satisfaction of mutual due diligence by the parties; negotiation and execution of all definitive transaction documents (including accuracy of representations and warranties, compliance of covenants and satisfaction of customary conditions); and receipt of all requisite approvals and consents for the Qualifying Transaction including (i) approval by the Exchange for the Qualifying Transaction and the proposed new insiders of the Company, (ii) approval by the board of directors of each of Coinberry and the Company, and (iii) all required approvals being obtained from the securityholders of each of Coinberry and the Company.
In connection with the proposed Qualifying Transaction, Coinberry intends to raise up to $10 million in connection with the Private Placement. The Private Placement shall be completed prior to the closing of the Qualifying Transaction and is a condition to completing the Qualifying Transaction. The structure and the terms and conditions of the Private Placement will be determined by Coinberry and the agent(s) to be engaged in connection with the Private Placement. The proceeds of the Private Placement will be held in escrow subject to satisfaction of certain escrow release conditions prior to the closing of the Qualifying Transaction. The definitive terms of the Private Placement will be announced in a subsequent press release once binding terms and particulars of the Private Placement have been agreed upon.
Founded in 2017, Coinberry is a Toronto-based, FINTRAC-registered, financial technology solutions provider focused on blockchain and crypto asset solutions. Coinberry operates the Coinberry.com crypto asset trading platform, offering investors a safe and simple way to buy, sell, and process payments made with Bitcoin, Ethereum, and other crypto assets in Canada. Coinberry is the only crypto asset trading platform that allows Canadian municipalities to accept municipal tax payments in Bitcoin.
Directors, Officers and Other Insiders of the Resulting Issuer
The directors and officers of the Company upon completion of the Qualifying Transaction will be determined at a later date at which time a further news release will be issued in accordance with the policies of the Exchange.
No Insider, promoter or Control Person (as such terms are defined in the policies of the Exchange) of the Company has any interest in Coinberry prior to giving effect to the Qualifying Transaction. Accordingly, the proposed Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 of the Exchange and, as such, shareholder approval is not required to approve the proposed Qualifying Transaction. However, it is anticipated that approval of the shareholders will be required in connection with other matters relating to the Qualifying Transaction (for example, the change of the name of the Company upon completion of the Qualifying Transaction), with the scope of the approvals to be determined by the parties in the context of negotiating the definitive agreement to implement the Qualifying Transaction. Furthermore, the Exchange may impose conditions on its approval for the Qualifying Transaction which may require shareholder approval.
Trading of the common shares of the Company has been suspended by the Exchange since December 1, 2020 as a result of the Company not completing a Qualifying Transaction within 24 months of the date of listing. On January 1, 2021, the Exchange amended Policy 2.4 which, among other things, permits the Company to remove the consequences of not completing a Qualifying Transaction within 24 months of listing by obtaining disinterested shareholder approval prior to June 30, 2021. The Company intends to seek such shareholder approval at its shareholders' meeting to be held in connection with the Qualifying Transaction prior to the applicable deadline. Trading will remain suspended until, among other things, the Company obtains the requisite shareholder approval and satisfies the Exchange's conditions required to remove the trading suspension.
Sponsorship of a qualifying transaction of a Capital Pool Company is required by the Exchange unless exempt in accordance with the Exchange policies. The Company is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the Exchange policies. However, there is no assurance that the Company will obtain this exemption.
The Company will issue additional press releases related to the Qualifying Transaction and other material information as it becomes available.
For more information, please contact:
President & Chief Executive Officer
Phone: (416) 213-8118 Ext. 210
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction; completion of the Qualifying Transaction; the terms and conditions and completion of the proposed Private Placement; use of funds; and the business and operations of the Company after completion of the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company and Coinberry disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES
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