ANTI.P Antera Ventures I Corporation

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TSX Venture Exchange: ANTI.P

VANCOUVER, BC, Sept. 14, 2020 /CNW/ - Antera Ventures I Corp. ("Antera" or the "Company") is pleased to announce that further to the letter of intent entered into on July 26, 2020 (the "LOI") with Wishpond Technologies Ltd. ("Wishpond"), it has entered into a binding merger agreement effective on September 10, 2020, with Wishpond, and 1264881 B.C. Ltd. ("Antera Subco"), a wholly-owned subsidiary of Antera (the "Merger Agreement") in respect of completion an arm's length reverse-takeover transaction of Wishpond by Antera (the "Proposed Transaction"), which will constitute the completion of Antera's Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of Corporate Finance Manual of the TSX Venture Exchange (the "Exchange")).

The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to: (i) the completion of a concurrent brokered financing for gross proceeds of a minimum of $3,000,000 and a maximum of $3,500,000 (the "Private Placement") through the issuance of Subscription Receipts (as defined herein); (ii) the approval by the directors of Antera and Wishpond of the Proposed Transaction and the matters related therein; (iii) approval of the Consolidation (as defined herein) by the shareholders of Antera; and (iv) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, Antera and Wishpond anticipate that the Proposed Transaction will be completed no later than February 28, 2021. There can be no assurance that the Proposed Transaction or Private Placement will be completed on the terms proposed above or at all.

Trading in the common shares of Antera (the "Antera Common Shares") is currently halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

The Qualifying Transaction

The Proposed Transaction will result in Antera acquiring all of the issued and outstanding securities of Wishpond in exchange for the issuance of securities of Antera, which will result in Wishpond becoming a wholly-owned subsidiary of Antera; the existing shareholders of Wishpond will own a majority of the outstanding Antera Common Shares (after completion of the Proposed Transaction, referred to herein as the "Resulting Issuer Shares") and Antera will be renamed "Wishpond Technologies Ltd." (the "Resulting Issuer") or such other name as Wishpond may determine. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be a Tier 2 technology issuer listed on the Exchange.

The Proposed Transaction is contemplated as an amalgamation under the Business Corporations Act (British Columbia) between Antera Subco and Wishpond and will not constitute a non-arm's length Qualifying Transaction or a related party transaction pursuant to the policies of the Exchange. 

As consideration for the acquisition of all of the outstanding securities of Wishpond, holders of the issued and outstanding common shares of Wishpond ("Wishpond Common Shares") and Class BB non-voting participating shares of Wishpond ("Wishpond Non-Voting Shares" and together with the Wishpond Common Shares, the "Wishpond Shares") will receive approximately 3.243993 post-Consolidation (as defined herein) Antera Common Shares for each one (1) Wishpond Share (the "Exchange Ratio") held. Excluding unvested incentive stock options, the outstanding capital of Wishpond to be acquired by Antera at the Exchange Ratio is comprised of the following:

• An outstanding Wishpond convertible debenture convertible into 88,075 Wishpond Common Shares concurrent with the closing of the Proposed Transaction, which will be exchanged into approximately 285,714 Resulting Issuer Shares;
  
  
• An outstanding debt conversion agreement (the "Debt Conversion Agreement") in the amount of $4,503,975 convertible into 1,851,205 Wishpond Common Shares, which will be exchanged into approximately 6,005,300 Resulting Issuer Shares; and
  
  
• 9,569,167 Wishpond Shares, which will be exchanged into approximately 31,042,319 Resulting Issuer Shares.

In addition, there are currently 130,500 outstanding unvested incentive stock options of Wishpond, each exercisable for one Wishpond Non-Voting Share, and holders thereof will receive approximately an aggregate of 423,341 incentive stock options of the Resulting Issuer, each exercisable to acquire one Resulting Issuer Share, pursuant to the Exchange Ratio. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice by both Antera and Wishpond.

Assuming the Private Placement is fully subscribed, it is estimated that there will be approximately 44,666,667 Resulting Issuer Shares outstanding upon closing of the Proposed Transaction, and 45,298,757 Resulting Issuer Shares on a fully-diluted basis, with existing securityholders of Antera holding approximately 6.35% of the Resulting Issuer Shares on a fully-diluted basis, former securityholders of Wishpond will hold approximately 83.35% of the outstanding Resulting Issuer Shares, on a fully-diluted basis, and subscribers for Subscription Receipts holding approximately 10.30% of the outstanding Resulting Issuer Shares, on a fully-diluted basis.

Immediately prior to the completion of the Proposed Transaction, it is anticipated that Antera will consolidate its issued and outstanding Antera Common Shares on the basis of approximately 4.6467 pre–consolidation Antera Common Shares for each one (1) post-consolidation Antera Common Share (the "Consolidation").

Upon closing of the Proposed Transaction, a finder's fee in the amount of $25,000 plus applicable taxes will be payable to Angad Capital Inc., an arm's length party to both Wishpond and Antera.

The Private Placement

Wishpond has entered into an agreement dated August 31, 2020 with Beacon Securities Limited (the "Lead Agent"), as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including PI Financial Corp. (the "Agents"), pursuant to which Wishpond shall complete the Private Placement of subscription receipts of Wishpond (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of a minimum of $3,000,000 and a maximum of $3,500,000. Each Subscription Receipt shall be deemed to be exercised, without payment of any additional consideration and without any further action on the part of the holder thereof, for that number of Wishpond Common Shares equal to a fraction, the numerator of which is one, and the denominator of which is the Exchange Ratio, upon satisfaction of certain escrow release conditions (the "Escrow Release Conditions") as described in a subscription receipt agreement to be entered into by the parties (the "Subscription Receipt Agreement"). Each Wishpond Common Share received by holders of the Subscription Receipts shall then be converted into Resulting Issuer Shares pursuant to the Exchange Ratio. For clarity, each Subscription Receipt shall result in the issuance of one Resulting Issuer Share following the completion of the Proposed Transaction.

The gross proceeds of the Private Placement less 50% of the Cash Fee (as defined below), which will be paid upon closing of the Private Placement, will be deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions. If either: (i) the Escrow Release Conditions are not satisfied on or before the escrow release deadline to be stipulated in the Subscription Receipt Agreement; or (ii) prior to such escrow release deadline, Antera and/or Wishpond advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be cancelled and the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement.

In connection with the Private Placement, the Agents will be paid a cash commission equal to 8% of the gross proceeds raised under the Private Placement (the "Cash Fee") and be issued such number of share purchase warrants (the "Agents' Warrants") as is equal to 8% of the Subscription Receipts sold under the Private Placement, with the exception of investors identified on a president's list in which the Cash Fee and number of Agents' Warrants shall be reduced to 3% for the respective subscriptions. Each Agents' Warrant will entitle the holder to acquire a Resulting Issuer Share at the Issue Price for a period of twenty–four months following the completion of the Proposed Transaction. In addition, Wishpond will pay the Lead Agent a $25,000 corporate finance fee upon closing of the Private Placement.

The Private Placement shall be completed on such date to be determined between Wishpond and the Lead Agent.

Wishpond intends to use the net proceeds from the Private Placement for sales growth, product development, strategic acquisitions and general corporate purposes.

Wishpond Financial Information

Set forth below is certain financial information from Wishpond's unaudited financial statements in Canadian dollars.

Insiders of the Resulting Issuer

Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five nominees: Ali Tajskandar (Chairman), Hossein Malek, Arinder Mahal, Jordan Gutierrez and Olivier Vincent. The senior management of Wishpond shall became the management of the Resulting Issuer, specifically: Ali Tajskander as Chief Executive Officer, Juan Leal as Chief Financial Officer, Jordan Gutierrez as Chief Operating Officer, Nicholas Steeves as Chief Product Officer, Dennis Zelada as Chief Technology Officer and Kendra Low as Corporate Secretary. 

Ali Tajskandar, Founder, Chairman, CEO and Board Member (North Vancouver, British Columbia) - Ali has over 20 years experience as a software engineer, entrepreneur, technologist and CEO. In 2009, Ali founded Wishpond with the goal of simplifying marketing for business owners. Under Ali's leadership, Wishpond has expanded its technology suite to include a lead generation platform, award winning email marketing platform, and an advanced marketing automation system. Prior to Wishpond, Ali worked in a number of high-tech startups including SoundLogic (acquired by Lucent), Seance Software, and Bitspan Network. Ali holds a B.ASc. in Computer Science from Simon Fraser University and an MBA from the University of British Columbia.

Juan Leal, Chief Financial Officer (Vancouver, British Columbia) - Juan Leal joined Wishpond in January 2020 to lead the financial transformation and corporate development strategy of Wishpond. Prior to joining Wishpond, Juan was a Vice President at KPMG's Corporate Finance practice in Western Canada advising North American companies on acquisition strategies and leading mid-market buy-side and sell-side M&A transactions across a variety of industries. Juan obtained the Chartered Professional Accountant (CPA-CA) and Chartered Business Valuator (CBV) designations through KPMG and obtained an honours Bachelor degree in Business Administration from Simon Fraser University. 

Jordan Gutierrez, Chief Operating Officer and Board Member (North Vancouver, British Columbia) - Jordan is a serial entrepreneur, mentor, and keynote speaker. Jordan joined Wishpond in 2011 as Chief Operating Officer in charge of revenue, growth, and marketing. Prior to Wishpond, Jordan founded Laleo, the largest medical e-commerce website in Latin America boasting eight figure revenues a year. Jordan's accomplishments earned him several awards such as Western Canada's Entrepreneur, SFU Student Entrepreneur of the Year, and Canada's Entrepreneur Student of the Year. Jordan holds a degree in Economics from Simon Fraser University. 

Nicholas Steeves, Chief Product Officer (Vancouver, British Columbia) - Nick joined Wishpond in 2011, and has held various roles in marketing, customer success and product in that time. In his time with Wishpond, he has led the development of Wishpond products, including Landing Page Editor, Website Popup Builder, Website Form Builder, Marketing Automation, Leads Database, Shopify Marketing Automation Integration, Contest Apps, and more.  Prior to joining Wishpond, Nick obtained a Bachelor's degree in Business Administration from the University of the Fraser Valley.

Dennis Zelada, Chief Technology Officer (Berlin, Germany) - Dennis Zelada brings over 12 years of experience working in a variety of technical roles throughout his career. In earlier years, Dennis worked as a university professor teaching Computer Science and Programming and IT Security and Algorithms at Mariano Galvez University in Guatemala. He also worked as a Team Lead/Senior Architect at Xerox Corporation and as co-founder at Browsy Inc., a smart fullscreen web browser application. In 2016 Dennis was appointed as CTO of WiseBuffet Inc. where he built and scaled a team of 98 engineers across different time zones. Dennis was instrumental in growing WiseBuffet Inc. from a small startup to up to a large organization with more than one thousand employees, delivering solutions to millions of users globally. Most recently, Dennis worked as the CTO of ClosedWon Inc,, an all-in-one social selling workspace. Dennis holds a Bachelor in Software Engineering from Mariano Galvez University in Guatemala.

Kendra Low, Corporate Secretary (North Vancouver, British Columbia) – Kendra has more than 15 years of experience working in corporate and sustainability governance. An experienced corporate secretary, corporate and sustainability governance professional and business strategist, she has advised boards and managed the governance function for both publicly traded and not-for-profit organizations through different phases of organizational growth including start-up, financing and development. Ms. Low has served as VP Administration & Corporate Secretary of Baja Mining Corp. (TSX:BAJ) from May 2008 to May 2012. She is the co-owner and Chief Executive Officer of Vancouver Corporate Solutions Inc., a private corporate secretarial and governance services firm. Ms. Low is also the founder and principal of Kalamandra Consulting Inc., a private corporate governance and strategic advisory consulting services firm that has worked with large energy, pulp & paper, and mining companies in addition to a host of smaller not-for-profit organizations. In addition to her corporate secretarial work, Ms. Low serves as a director and Audit Committee Chair of Libby K Industries Inc. (TSXV:LBB.P),  which is currently completing its Qualifying Transaction with Plurilock Security Solutions Inc. Ms. Low holds an MBA and a Bachelor of Kinesiology degree from the University of British Columbia.

Hossein Malek, Board Member (West Vancouver, British Columbia) - Hossein Malek is Wishpond's primary investor supporting the Company from an early stage.  Hossein is an executive with a strong track record, wide range of functional experience and demonstrated ability to lead organizations through rapid growth. Recognized as a top entrepreneur in Canada, Hossein founded two companies in the converged voice and data applications. In 2000, Hossein successfully sold one of his companies, SoundLogic, to Lucent Technologies. Hossein holds a Bachelor's degree in Computer Science Engineering from Western Michigan University and a Master of Computer Science from the University of Wisconsin-Madison.

Arinder S. Mahal, Board Member (Toronto, Ontario) - Arinder has a range of experience in the tech industry including executive and operational management, investment banking, mergers & acquisitions, and strategic advisory.  He is currently the founder & CEO of Antera Inc., a technology focused merchant bank and is a board member of NanoXplore Inc. (GRA-TSX).    Previously he led the technology investment banking teams at Echelon Wealth Partners, Dundee Capital Markets, and was a Senior Manager at Deloitte Consulting.  Arinder has a Bachelor of Engineering from the University of Victoria and a MBA from Schulich School of Business, York University.

Olivier Vincent, Board Member (North Vancouver, Canada) - Olivier Vincent is a serial entrepreneur and technology executive. Olivier has a strong track record running or creating mobile, artificial intelligence, and search-based companies. He was founder and CEO of Canpages Inc., a digital local company which grew to over $100 million in revenue before being sold for $225 million. Recognized as an authority in the world of local, mobile and artificial intelligence, Olivier is a future enthusiast and is always looking for ways to build things that make life easier, better, or funnier. He was recently the President of WeatherBug, a division of GrountTruth Inc., a 15 million-users app in the world of weather, and is currently the co-founder and CEO of Autozen Technology Ltd., an innovative marketplace startup in the automobile world. Oliver holds a Masters of Engineering in Computer Science from ENSTA Paris and a Masters of Business, Entrepreneurship from HEC Paris.

Nasim Arianpoo, Insider (North Vancouver, British Columbia) - Nasim Arianpoo is the founder and Chief Executive Officer at LeanTechnique Ltd., an online platform that provides businesses with key performance indicators and process failure alerts in real time. Previously, Nasim worked as a software developer at StartSolutions and Telecommunications Pvt. Ltd. and Dyaptive Systems Inc. Nasim holds a Ph.D. in Electrical and Computer Engineering from the University of British Columbia.

Golnaz Navabi, Insider (West Vancouver, British Columbia) - For over 35 years, Golnaz Navabi has supported entrepreneurs as an investor and advisor. Previously, she worked as a software engineer with International Business Machines Corporation (IBM). Golnaz holds a Bachelor of Arts in Economics from Sorbonne University and a Bachelor of Software Engineering from Simon Fraser University.

In addition to any other positions disclosed above, each of Ali Tajskandar, Hossein Malek, Nasim Arianpoo and Golnaz Navabi are expected to be Insiders of the Resulting Issuer as a result of the number of Resulting Issuer Shares which are expected to be held by them following completion of the Proposed Transaction. Each of Ali Tajskandar, Nasim Arianpoo, Hossein Malek and Golnaz Navabi are control persons (as such term is defined in the policies of the Exchange) of Wishpond, however it is currently anticipated that none of such individuals will become control persons of the Resulting Issuer.

Sponsorship

Sponsorship of a Qualifying Transaction is required by the Exchange unless a waiver from the sponsorship requirement is obtained. Antera intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver from this requirement will be obtained.

About Wishpond

Wishpond is a provider of marketing focussed online business solutions based out of British Columbia.  Wishpond offers an "all-in-one" marketing suite that provides companies with marketing, promotion, lead generation and sales conversion capabilities.  Wishpond replaces entire marketing functions in an easy to use platform, for a fraction of the cost.  Wishpond serves over 2,000 customers who are primarily small-to-medium size businesses (SMBs) in a wide variety of industries.

Wishpond's vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online, regardless of their industry or size. Wishpond has developed cutting edge marketing technology solutions and continues to add new features and applications with great velocity. In addition to offering specific lead generation tools, Wishpond also provides advanced marketing applications integrated and managed from a centralized platform.

Wishpond employs a subscription-based SaaS (Software as a Service) model where customers subscribe to the company's software and services through annual or monthly recurring plans.  Substantially all of the company's revenue is subscription based recurring revenue which provides excellent revenue and cash flow visibility. 

About Antera Ventures I Corp.

Antera is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the Merger Agreement. The principal business of Antera is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.

Forward-Looking Statements Disclaimer and Reader Advisory

Not for dissemination in the United States or for distribution to U.S. newswire services. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a person in the United States or a U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable state securities laws, or compliance with an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Antera assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Antera. Additional information identifying risks and uncertainties is contained in filings by Antera with the Canadian securities regulators, which filings are available at www.sedar.com.

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 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 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.

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.

The Antera Common Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange. Antera is a reporting issuer in Alberta, British Columbia, and Ontario.

SOURCE Antera Ventures I Corp.