/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES./
VANCOUVER, BC, May 16, 2022
/CNW/ - ECC Ventures 5 Corp. (the "Company" or
"ECC5") (TSXV: ECCV.P) is pleased to announce that, further
to its news release dated February 24,
2022, it has entered into a definitive arrangement agreement
(the "Arrangement Agreement") dated effective May 12, 2022, pursuant to which it will acquire
(the "Acquisition"), through its newly formed subsidiary,
1360621 B.C. Ltd.
("Acquireco"), all the issued and outstanding share capital
of Shelfie-Tech Ltd. ("Shelfie"). The Acquisition will
constitute a reverse take-over and the Company's qualifying
transaction under the policies of the TSX Venture Exchange (the
"Exchange"). Upon closing, ECC5 will change its name
to Shelfie-Tech Ltd.
The Acquisition will be completed by way of a plan of
arrangement, pursuant to which, inter alia, (i) ECC5 will
complete a share consolidation on a 1.5 to 1 basis (the
"Consolidation"), and (ii) shareholders of Shelfie will be
issued an aggregate of 87,338,348 post-Consolidation common shares
of ECC5 at a deemed price of $0.42
per share, as consideration in exchange for their shares of
Shelfie. Certain of the shares issued to Shelfie shareholders will
be subject to escrow and resale restrictions pursuant to the
policies of the Exchange.
The Company will also issue 150,000 post-Consolidation common
shares to an arm's length party, The Hayde Family Revocable Trust,
a trust controlled by William Hayde,
in connection with the Acquisition, at a deemed price of
$0.42 per share. The payment of
the finder's fee remains subject to Exchange acceptance.
Upon closing of the Acquisition, current securityholders of ECC5
will own 3,666,667 post-Consolidation common shares, 1,333,333 of
which will be subject to escrow provisions pursuant to the policies
of the Exchange, 133,333 agents options exercisable at $0.15 per post-Consolidation common share until
December 16, 2026, and 376,667 stock
options exercisable at $0.15 per
post-Consolidation common share exercisable until one year from
closing of the Acquisition, subject to the provisions of the
Company's stock option plan.
Shelfie is a private company incorporated on November 18, 2021 pursuant to the laws of
Israel. Shelfie's principal activities have been the
development of an artificial intelligence powered real time shelf
inventory analytics robotic platform. Shelfie's innovative solution
consists of a digital image capturing system and a centralized
management system that provides real-time visibility into the
retail shelf supply, pinpointing the exact products running low on
inventory, allowing for rapid remediation and an enhanced customer
experience.
For the period of incorporation to December 31, 2021 (unaudited), Shelfie had assets
of US$602,392, liabilities of
US$84,858, working capital of
US$517,534, additional paid in
capital of US$626,993, and cash
received on account of shares (subscriptions receivable) of
US$594,827.
For more information regarding Shelfie, please visit its website
at www.shelfietech.com.
As a condition to completing the Acquisition, the parties intend
to complete a non-brokered private placement financing (the "QT
Financing") of subscription receipts through Acquireco
(collectively, the "Subscription Receipts"), to raise
minimum aggregate gross proceeds of US$2,000,000 to a maximum of US$6,000,000, through the issuance of a minimum
of 6,107,668 (maximum of 18,315,019) Subscription Receipts at a
price of $0.42 per Subscription
Receipt.
The proceeds of the QT Financing will be held in escrow, pending
the Company receiving all applicable regulatory approvals, and
completing all matters and conditions relating to the Acquisition,
including the Consolidation. Immediately prior to the
completion of the Acquisition, on satisfaction of the escrow
conditions, each Subscription Receipt will automatically be
exchanged, for no further consideration and with no further action
on the part of the holder thereof, to acquire one common share of
Acquireco. Each Acquireco common share issuable on exercise
of the Subscription Receipts will be exchanged for one common share
of the issuer resulting from the Acquisition (the "Resulting
Issuer") in connection with the Acquisition. In the event
that the Acquisition is not completed, each Subscription Receipt
will be cancelled, and the subscription funds will be returned to
the subscribers. The Company may pay a commission in
connection with the QT Financing, in accordance with the policies
of the Exchange. Once released from escrow, the Resulting
Issuer will use the proceeds of the QT Financing for
commercialization of the technology platform, and for general
working capital purposes.
Board of Directors and Management Changes
On completion of the Acquisition, the Company's Board of
Directors and management team will be reconstituted to include
three directors and management comprised of individuals listed
below from the current Shelfie team.
Bentsur Joseph, CEO, Chairman and Director
Bentsur Joseph is a serial entrepreneur with vast experience
establishing successful companies and expanding them into new
markets and industries. Among other roles, he has served as
Chairman of the international Elad Hotels chain, Director of MARLAZ
Holdings, with a portfolio of publicly traded industrial, real
estate, communications, and hi-tech companies, and as CEO of DIG
Ltd., which produces, and markets electric components sold
throughout Israel. With several
patents to his name, Bentsur Joseph is also currently the CEO and a
director of A2Z Smart Technologies Corp. (TSXV: A2Z) (NASDAQ: AZ),
a leading vendor of advanced retail technologies.
Alan Rootenberg, CFO
Alan Rootenberg is a chartered
professional accountant who has served as the Chief Financial
Officer of a number of publicly traded companies listed on the TSX,
TSX Venture Exchange, OTCBB and CSE. These companies include
mineral exploration, mining, technology and cannabis companies. Mr.
Rootenberg has a Bachelor of Commerce degree from the University of
the Witwatersrand in Johannesburg, South
Africa and received his CPA designation in Ontario, Canada.
Gadi Levin, Director
Gadi Levin serves as a director
and CFO of various publicly listed companies in the US and
Canada. He has over 15 years of
experience working with public US, Canadian and
multi-jurisdictional public companies. Previously, Mr. Levin also
served as the Vice President of Finance and Chief Financial Officer
for two Israeli investment firms specializing in private equity,
hedge funds and real estate. Mr. Levin began his CPA career at the
accounting firm Arthur Andersen, where he worked for nine years,
specializing in U.S. listed companies involved in IPOs. Mr. Levin
has a Bachelor of Commerce degree in Accounting and Information
Systems from the University of the Cape
Town, South Africa in 1993, and a post graduate diploma in
Accounting from the University of South
Africa in 1995. He received his Chartered Accountant
designation in South Africa in
1998 and has an MBA from Bar Ilan
University in Israel.
Daniel Bloch, Director
Daniel Bloch has a been an
attorney licensed in Canada
since 1998. He currently is the owner of Bloch Legal, a
firm that specializes in Canadian listed
company corporate legal and strategic advisory. Mr. Bloch has
a Bachelor of Business Administration from York University (Toronto,
Ontario, Canada) and law degree (LLB) from the University of Victoria (Victoria, British Columbia, Canada.
A copy of the Arrangement Agreement will be filed and will be
accessible under ECC5's profile on SEDAR (www.sedar.com), and in
connection with the Acquisition and pursuant to the requirements of
the Exchange, ECC5 will also file on SEDAR a filing statement which
will contain details regarding the Acquisition, ECC5, Shelfie and
the Resulting Issuer.
The Acquisition is not a Non-Arm's Length Qualifying Transaction
under the policies of the Exchange and therefore is not expected to
require approval of ECC5's shareholders. Sponsorship of a
qualifying transaction of a capital pool company is required by the
Exchange unless an exemption from sponsorship requirement is
available. ECC5 intends to apply for a waiver from
sponsorship requirements. However, there is no assurance that
ECC5 will obtain this waiver.
Completion of the Acquisition is subject to a number of
conditions, including Exchange acceptance, and completion of the QT
Financing. Trading of ECC5's common shares will remain halted
pending further filings with the Exchange.
On Behalf of the Board of Directors of ECC
Ventures 5 Corp.
Doug McFaul
Director
Completion of the Acquisition is subject to a number of
conditions, including, among others, Exchange acceptance and if
applicable pursuant to TSXV Requirements, majority of the minority
shareholder approval. Where applicable, the Acquisition cannot
close until the required approvals are obtained. There can be no
assurance that the Acquisition will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
disclosure document to be prepared in connection with the
Acquisition, any information released or received with respect to
the Qualifying Transaction, or the Acquisition may not be accurate
or complete and should not be relied upon. Trading in the
securities of ECC5 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Acquisition and has neither approved nor disapproved the contents
of this news release.
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.
Forward-Looking Statements
Statements included in this announcement, including
statements concerning our and Shelfie's plans, intentions, and
expectations, which are not historical in nature are intended to
be, and are hereby identified as, "forward–looking statements".
Forward-looking statements include, among other matters, the terms
and timing of the Acquisition and the QT Financing, the growth
plans of Shelfie and statements concerning the Company following
the Acquisition, including the composition of the Company's board
of directors and management team. Forward–looking statements may
be, but are not always, identified by words including
"anticipates", "believes", "intends", "estimates", "expects" and
similar expressions. The Company cautions readers that
forward–looking statements, including without limitation those
relating to the Company's and Shelfie's future operations and
business prospects, are subject to certain risks and uncertainties
(including risks that the Acquisition does not proceed, or
proceed on the expected terms, geopolitical risk, regulatory,
Covid-19 and exchange rate risk) that could cause actual results to
differ materially from those indicated in the forward–looking
statements. There can be no assurance that any forward-looking
statement will prove to be accurate or that management's
assumptions underlying such statements, including assumptions
concerning the Acquisition or future developments, circumstances or
results will materialize. The forward-looking statements included
in this news release are made as of the date of this new release
and the Company does not undertake to update or revise any
forward-looking information included herein, except in accordance
with applicable securities laws.
SOURCE ECC Ventures 5 Corp.