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TSX-V: HSC.P & TSX-V: WOLF.P
VANCOUVER, BC, June 5, 2020 /CNW/ - Holly Street Capital
Ltd. (TSX-V: HSC.P) ("Holly"), a capital pool company
listed on the TSX Venture Exchange (the "Exchange"), and
Wolf Acquisition Corp. (TSX-V: WOLF.P) ("Wolf"), also
a capital pool company listed on the Exchange, are pleased to
announce that they have entered into a binding letter of intent
dated June 2, 2020 (the "Letter of
Intent") with Jasper Interactive Studios Inc. ("Jasper")
in respect of a proposed business combination (the "Proposed
Transaction"). It is anticipated that Proposed Transaction will
constitute the "Qualifying Transaction" for each of Holly and Wolf
in accordance with Policy 2.4 – Capital Pool Companies of
the Exchange.
About Jasper
Jasper is a private company incorporated under the laws of
Ontario, and currently has
2,471,546 common shares (the "Jasper Shares") outstanding on
a fully-diluted basis, consisting of 1,938,181 Jasper Shares,
192,696 options to acquire up to 192,696 Jasper Shares at exercise
prices ranging from $3.00 per share
to $7.00 per share, and 340,669
warrants to acquire up to 340,669 Jasper Shares at exercise prices
ranging from $2.60 per share to
$7.50 per share. Jasper's head office
is based in Ontario.
Jasper is a Product Information Management ("PIM") solution
empowering eCommerce merchants to manage and merchandise their
products from a single source of truth, allowing them to sell more,
sell faster and work smarter. Jasper is a leading
software-as-a-service (SaaS) solution that provides invaluable PIM
services to businesses all over the world. Jasper helps retailers
to manage and merchandise their product information so that they
can unify their eCommerce technology stack and optimize the way
they sell and market their products or services into new channels
around the world.
Summary of the Proposed Transaction
The Letter of Intent contemplates that Holly, Wolf and Jasper
will negotiate and enter into a definitive agreement in respect of
the Proposed Transaction on or before July
31, 2020 (the "Definitive Agreement"), pursuant to
which it is anticipated that Wolf will acquire all of the issued
and outstanding Jasper Shares and Holly common shares (the
"Holly Shares"), and shareholders of Jasper and Holly will
receive Wolf common shares (the "Wolf Shares") in exchange
for their Jasper Shares and Holly Shares, resulting in a reverse
takeover of Wolf by Jasper. The Transaction will be structured as a
three-cornered amalgamation, plan of arrangement or other structure
based on the advice of the parties' respective advisors and taking
into account various securities, tax, operating and other
considerations.
It is intended that Wolf Shares will be issued to holders of
Jasper Shares in exchange for their Jasper Shares on the basis of
an exchange ratio determined in accordance with the final valuation
of Jasper, which itself will be determined by reference to the
Concurrent Financing (as described below). Wolf Shares will be
issued to holders of Holly Shares on the basis of 1.23 Wolf Shares
for every one Holly Share, subject
to the review and approval of the Exchange. Convertible securities
of Jasper and Holly will become exercisable for Wolf Shares in
accordance with their terms.
It is anticipated that the resulting entity (the "Resulting
Issuer") will continue the business of Jasper under the name
"Jasper Technologies Inc." or such other name as agreed by the
parties.
Certain common shares of the Resulting Issuer to be issued
pursuant to the Proposed Transaction are expected to be subject to
restrictions on resale or escrow under the policies of the
Exchange, including the securities to be issued to "Principals" (as
defined under Exchange policies), which will be subject to the
escrow requirements of the Exchange.
The completion of the Proposed Transaction remains subject to a
number of terms and conditions, including, among other things:
- completion of the Interim Financing described below;
- the negotiation and execution of the Definitive Agreement;
- completion of the Concurrent Financing described below;
- the parties obtaining all necessary consents, orders and
regulatory and shareholder approvals, including the conditional
approval of the Exchange subject only to customary conditions of
closing;
- if required by the Exchange, the delivery of a sponsor report
and independent valuation satisfactory to the Exchange;
- no material adverse changes occurring in respect of either
Holly, Jasper or Wolf;
- completion of a thorough business, legal and financial review
by each of the parties of the other parties; and
- other standard conditions of closing for a transaction in the
nature of the Proposed Transaction.
Upon completion of the Proposed Transaction, it is anticipated
that the Resulting Issuer will be listed as a Technology Issuer on
the Exchange, with Jasper as its primary operating subsidiary.
Interim Financing
Prior to entering into the Definitive Agreement, Jasper will
complete a private placement of its securities for minimum gross
proceeds of $1 million (the
"Interim Financing"). The proceeds of the Interim Financing
will be used to fund (i) expenses of the Proposed Transaction and
the Interim Financing, and (ii) the post-Proposed Transaction
working capital requirements of Jasper. Finders fees may be payable
in connection with the Interim Financing.
Concurrent Financing
In connection with the Proposed Transaction, Jasper will
complete a private placement of its securities for minimum gross
proceeds of $4 million, less the
gross proceeds raised in the Interim Financing (the "Concurrent
Financing"). The securities issued pursuant to the Concurrent
Financing will be priced in the context of the market. The proceeds
of the Concurrent Financing will be used to fund (i) expenses of
the Proposed Transaction and the Concurrent Financing, and (ii) the
post-Proposed Transaction working capital requirements and growth
initiatives of Jasper. Finders fees may be payable in connection
with the Concurrent Financing.
A further news release will be issued confirming the final terms
of the Concurrent Financing once determined.
Summary of Proposed Directors and Officers of the Resulting
Issuer
It is anticipated that all of the current directors and officers
of Holly and Wolf will resign from their respective positions with
Holly and Wolf. The board and management of the Resulting Issuer
will be comprised of Jasper nominees, and is expected to include
Jon Marsella (CEO and director),
Mike Hodes (CFO) and additional
directors and officers to be confirmed in due course.
The following are brief descriptions of the currently proposed
directors and officers of the Resulting Issuer:
Jon Marsella –
Chief Executive Officer and Director
Jon C. Marsella has been
developing innovative software solutions for over 20 years.
Throughout 2000-2010, Jon worked for several interactive agencies
in a variety of capacities, including Chief Technology Officer,
Director of Internet Technology, researcher, software prototype
engineer, solution architect, 3D game programmer, and account
manager. Jon largely worked on special projects for
media/entertainment properties such as; Discovery Channel, Sesame
Street, CTV, Glassbox Television, Warner
Music and Warner Home Video. In 2010, Jon worked with
the Canadian Space Agency developing a 3D neurocognitive research
simulation for astronaut training Jon founded Jasper
with the intent of bringing the absolute best software-as-a-service
(SaaS) product information management (PIM) solution to market for
eCommerce merchants.
Mike Hodes – Chief Financial
Officer
Mike has 25 years of senior financial management
experience in the technology sector including 15 years as a CFO. A
trusted adviser to six entrepreneurial CEOs to date, he
has extensive experience in growing start-up companies,
especially internationally. Mike is a qualified FCA (England and Wales) and CPA, CA (Canada).
Additional information on the proposed board and management of
the Resulting Issuer will be provided once available.
Sponsorship of a Qualifying Transaction
Sponsorship of the Proposed Transaction is required by the
Exchange unless an exemption or waiver from this requirement is
obtained in accordance with the policies of the Exchange.
Holly Street and Wolf have not yet
engaged sponsors in connection with the Proposed Transaction.
Additional information on sponsorship arrangements will be provided
once available.
Other Information relating to the Proposed
Transaction
The Proposed Transaction will not constitute a "Non-Arm's Length
Qualifying Transaction" (as such term is defined in the policies of
the Exchange) of Holly or Wolf. Damian Lopez, the CEO and a director of Wolf, is
also a director of Holly.
The Proposed Transaction will require the approval of the
shareholders of Jasper and Holly. Certain matters to be
completed in connection with the Transaction, including the name
change of Wolf, will also require the approval of Wolf
shareholders. Each of the parties intends to hold a
shareholder meeting to seek all necessary approvals, the details of
which will be disclosed once available.
In accordance with the policies of the Exchange, the Holly
Shares and Wolf Shares are currently halted from trading and will
remain so until such time as the Exchange determines, which,
depending on the policies of the Exchange, may not occur until
completion of the Proposed Transaction.
In connection with the Proposed Transaction, McMillan LLP is
acting as legal counsel to Holly, Wildeboer Dellece LLP is acting
as legal counsel to Wolf, and Caravel Law Professional Corporation
is acting as legal counsel to Jasper.
Additional information concerning the Proposed Transaction,
Holly, Wolf, Jasper and the Resulting Issuer will be provided in a
subsequent news release and in Holly and Wolf's Filing Statement or
Information Circular, as applicable, to be filed in connection with
the Proposed Transaction and which will be available under Holly
and Wolf's SEDAR profiles at www.sedar.com.
About Holly Street Capital Ltd.
Holly is designated as a Capital Pool Company under Exchange
Policy 2.4. Holly has not commenced commercial operations and
has no assets other than cash. Holly's objective is to
identify and evaluate businesses or assets with a view to
completing a Qualifying Transaction. Any proposed Qualifying
Transaction must be approved by the Exchange and, in the case of a
Non-Arm's Length Qualifying Transaction, must also receive majority
approval of the minority shareholders. Until the completion
of a Qualifying Transaction, Holly will not carry on any business
other than the identification and evaluation of businesses or
assets with a view to completing a proposed Qualifying
Transaction.
Holly currently has 5,200,000 Holly Shares outstanding on a
fully-diluted basis, consisting of 4,500,000 Holly Shares and
700,000 options to acquire Holly Shares at $0.10 per share.
ON BEHALF OF THE BOARD OF DIRECTORS OF HOLLY STREET CAPITAL
LTD.
"Joel Freudman"
_____________________________
CEO
Contact: (647) 880-6414
About Wolf Acquisition Corp.
Wolf is designated as a Capital Pool Company under Exchange
Policy 2.4. Wolf has not commenced commercial operations and
has no assets other than cash. Wolf's objective is to
identify and evaluate businesses or assets with a view to
completing a Qualifying Transaction. Any proposed Qualifying
Transaction must be approved by the Exchange and, in the case of a
Non-Arm's Length Qualifying Transaction, must also receive majority
approval of the minority shareholders. Until the completion
of a Qualifying Transaction, Wolf will not carry on any business
other than the identification and evaluation of businesses or
assets with a view to completing a proposed Qualifying
Transaction.
Wolf currently has 6,350,001 Wolf Shares outstanding on a
fully-diluted basis, consisting of 5,500,001 Wolf Shares and
850,000 options to acquire Wolf Shares at $0.10 per share.
ON BEHALF OF THE BOARD OF DIRECTORS OF WOLF ACQUISITION
CORP.
"Mack Hosseinian"
_____________________________
Corporate Secretary
Contact: (647) 343-3819
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Completion of the Proposed 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 Proposed
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the 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 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 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 Transaction and has neither approved nor
disapproved the contents of this press release.
All information contained in this news release with respect
to Holly, Wolf, Jasper and the Resulting Issuer was supplied by the
parties, respectively, for inclusion herein, and Holly and Wolf and
their respective directors and officers have relied on Jasper for
any information concerning such party.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in the
United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
The information in this news release includes certain
information and statements about management's view of future
events, expectations, plans and prospects that constitute forward
looking statements, including statements relating to the completion
of the Proposed Transaction and the proposed business of the
Resulting Issuer. These statements are based upon assumptions that
are subject to significant risks and uncertainties. Because of
these risks and uncertainties and as a result of a variety of
factors, the actual results, expectations, achievements or
performance may differ materially from those anticipated and
indicated by these forward looking statements. Any number of
factors could cause actual results to differ materially from these
forward-looking statements as well as future results. Although
Holly and Wolf, as applicable, believe that the expectations
reflected in forward looking statements are reasonable, they can
give no assurances that the expectations of any forward looking
statements will prove to be correct. Except as required by law,
Holly and Wolf each disclaim any intention and assume no obligation
to update or revise any forward looking statements to reflect
actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such
forward looking statements or otherwise.
SOURCE Holly Street Capital Ltd.