(via TheNewswire)
The QT will be an Arm’s Length transaction pursuant to which the shareholders of BEACN will become the largest shareholders of Germinate upon completion of the QT. Shareholder approval by shareholders of Germinate will not be required.
Germinate will be renamed asBeacon
A Definitive Agreement outlining the detailed deal terms will be completed as a condition of closing of the QT.
Terms of the QT
Germinate currently has 4.8 million common shares issued and outstanding of which 2.3 million are currently held in escrow.
Germinate will issue 32,151,003 common shares to the shareholders of BEACN in exchange for 100% of the common shares of BEACN for an aggregate deemed price of approximately
Financing
Germinate will also raise
Director and Officers
Upon completion of the QT, the Board of Directors and Officers of the Resulting Issuer will be as follows:
From being the "PA guy" in a band that saw successful regional radio airplay, running a recording and jingle studio, to most recently leading the gaming and streaming vertical in a well-known music industry company, Craig has shown consistent strength in both tech development/marketing and business leadership.
Craig's professional successes took him from an entry-level tech support specialist to leading all outward-facing social interactions as a community leader, to developing/managing multiple financially successful products, to leading a new vertical that was conceptualized, built, and driven to fruition with a clear eye on the emerging streaming and gaming markets.
While watching Twitch TV "from the side of his desk" Craig noted the struggles streamers/gamers were having with audio and technical applications. That "lightbulb moment" led to attending multiple TwitchCon and other trade shows, meeting with VIPs from the industry, and ultimately designing and releasing multiple successful products into the market. This user-focused approach works especially well in a growing and relationship-based industry. "Just ask people. They will tell you what they want and it's up to us to interpret their desires and give them what they need."
With more than 15 years experience in product development, Daniel leads all aspects of engineering and operations and is intimately involved in each product delivered by BEACN. Obsessed with taking blue-sky ideas and turning them into tangible products that simplify and enhance the lives of customers, he has spent his entire career honing the craft of designing, engineering, manufacturing, and leading teams to create low cost, high value consumer products.
Daniel holds a Bachelor of Engineering from the
Daniel and Craig complement each other with their technical skills, proven leadership and commitment to quality.
She is the former Director, Communications and Member Services, for the
About BEACN Hill Innovations
The founders and team at BEACN have spent much of their careers developing vocal effects products for the music industry. In 2020 the team got together to design and build a new line of modern products that take advantage of their personal technical and sound knowledge targeted at the rapidly growing online gaming and streaming market.
Since that time, the team has raised approximately
BEACN has approximately
The funds raised in conjunction with the QT, along with cash on hand, will help fund inventory purchases for the initial three products and allow BEACN to begin working on the development of their next big idea.
The gaming and online streaming markets have exploded during the pandemic. While the sales of similar products in this industry are already hitting record levels, they continue to grow rapidly. Having the coolest and best tech is key for the success of any streamer, and many follow their lead in buying tech products. The BEACN team has contact with these leaders including direct access to the market and has established online sales channels for their products, as well as the manufacturing to allow for just-in-time, direct delivery, sales.
Financial Summary of BEACN
The following table sets out the selected financial information with respect to BEACN as at the dates noted. The selected financial information is derived from BEACN's unaudited financial statements for the periods noted which have been prepared in accordance with International Financial Reporting Standards, issued by the
------------------------------------------------ | |As at March 31, 2021| |----------------------------------------------| |Cash and cash equivalents|$639,370 | |----------------------------------------------| |Inventory |60,148 | |----------------------------------------------| |Other current assets |21,197 | |----------------------------------------------| |Non-current assets |259,609 | |----------------------------------------------| |Total assets |$980,324 | |----------------------------------------------| |Current liabilities |62,041 | |----------------------------------------------| |Non-current liabilities |275,000 | |----------------------------------------------| |Total liabilities |$337,041 | |----------------------------------------------| |Total shareholders’ |$643,283 | |equity | | ------------------------------------------------
------------------------------------------------------------------------------- | |For the period from date of incorporation|For the three months| | |on February 7, 2020 to December 31, 2020 |ended March 31, 2021| |-----------------------------------------------------------------------------| |Research and |$453,481 |$171,985 | |development | | | |expenditures | | | |-----------------------------------------------------------------------------| |Other expenses|325,715 |142,986 | |-----------------------------------------------------------------------------| |Net loss |$779,196 |$314,971 | -------------------------------------------------------------------------------
Completion of the QT 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 QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT 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 QT, any information released or received with respect to the QT 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 Exchange has in no way passed upon the merits of the proposed QT and has neither approved nor disapproved the contents of this press release.
Trading in the common shares of Germinate will remain halted until all conditions are completed and the Exchange approvals are received.
For further information please see the Company’s profile and documents available under the Company’s name on SEDAR at www.sedar.com
Contact Information
Email: mtbrown@pacificopportunity.com
Telephone: (604)-687-3520
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 release.
Forward-Looking Statements
This press release contains certain forward-looking statements, including statements about the Company’s future plans and intentions, listing of the Common Shares on the Exchange, use of proceeds of the Offering and completion of a Qualifying Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
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Copyright (c) 2021 TheNewswire - All rights reserved., source