/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRES/
(TSX-V: MKT)
CALGARY,
AB, Jan. 17, 2022 /CNW/ - DeepMarkit
Corp., ("DeepMarkit" or the "Company") (TSXV:
MKT) is pleased to announce that it has entered into a share
purchase agreement (the "Definitive Agreement") with First
Carbon Corp. ("First Carbon") and each holder (each, a
"First Carbon Shareholder") of common shares of First Carbon
("First Carbon Shares") in connection with the Company's
previously announced (November 23,
2021) proposed acquisition of all the issued and outstanding
common shares of First Carbon (the "Acquisition"). The
Acquisition has been conditionally accepted by the TSX Venture
Exchange (the "Exchange"). Closing of the Acquisition
and Private Placement (as defined below) is subject to receipt of
final approval from the Exchange upon satisfaction of all remaining
conditions.
![DeepMarket Corp. (TSXV: MKT) (CNW Group/DeepMarkit Corp.) DeepMarket Corp. (TSXV: MKT) (CNW Group/DeepMarkit Corp.)](https://mma.prnewswire.com/media/1727905/DeepMarkit_Corp__DEEPMARKIT_ANNOUNCES_EXECUTION_OF_DEFINITIVE_AG.jpg)
The Company will complete the Acquisition pursuant to the
Definitive Agreement by acquiring all 39,474,999 First Carbon
Shares in exchange for 15,000,000 DeepMarkit Shares issued to the
First Carbon Shareholders at a deemed price of $0.50 per DeepMarkit Share, for aggregate deemed
consideration of $7,500,000. First
Carbon Shareholders holding 2,849,905 DeepMarkit Shares issued in
connection with the Acquisition have delivered lock-up agreements
to the Company in which they have agreed not to trade such shares
prior to October 15, 2022. There are
no finder's fees payable in connection with the Acquisition.
No "Control Person" will be created as a result of the
Acquisition or the Private Placement, and the Acquisition will be
an "Arm's Length Transaction" as such terms are defined in Policy
1.1 of the Exchange.
The Company's previously announced (November 23, 2021, December 17, 2021) upsized non-brokered private
placement offering of units (the "Private Placement") has
also received conditional acceptance from the Exchange. Under the
Private Placement, the Company will issue up to a maximum of
4,500,000 units ("Units"), with each Unit comprised of one
common share in the capital of the Company ("DeepMarkit
Shares") and one common share purchase warrant (each, a
"Warrant"), for the price of $0.50 per Unit and maximum gross proceeds of up
to $2,250,000.
The net proceeds from the Private Placement will be
expected to be used to fund continued business and corporate
operations of DeepMarkit (for which it is estimated that
approximately 40% of the net proceeds will be allocated), as well
as the operations of FCC (for which it is estimated that
approximated 60% of the net proceeds will be allocated). The
Company will pay finder's fees of up to 7% cash or DeepMarkit
Shares, and 7% compensation warrants to eligible finders in
connection with the issue and sale of all of the Units under the
Private Placement. The Private Placement will close concurrently
with the closing of the Acquisition.
All DeepMarkit Shares issued pursuant to the Acquisition
and Private Placement will be subject to a four month hold period
required under applicable securities laws and the policies of the
Exchange. A copy of the Definitive Agreement will be filed
under the Company's profile on www.sedar.com.
Trading in the DeepMarkit Shares is currently halted
pending final approval from the Exchange for the Acquisition and
Private Placement. Trading is expected to resume two business days
following the issuance of the Exchange's bulletin confirming that
final approval for the Acquisition has been
issued.
Overview of FCC
FCC is a software infrastructure company operating in the
tokenization vertical of blockchain. FCC's primary asset,
MintCarbon.io, is a SaaS, web-based platform which facilitates the
minting of carbon credits. MintCarbon.io is currently undergoing
beta testing and FCC anticipates an official launch in the first
quarter of 2022.
About DeepMarkit
DeepMarkit is a technology company focused on creating new
tools and technologies to aid businesses in sales development and
increasing profitability. DeepMarkit's Common Shares are listed on
the Exchange, symbol MKT.
Neither the 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 news release.
CAUTIONARY STATEMENT
Statements in this press release may contain
forward-looking information. Any statements that are contained in
this press release that are not statements of historical fact may
be deemed to be forward-looking statements, including statements
relating to the completion of the Acquisition and the expected
timing of receipt of all regulatory approvals, the Private
Placement and the expected timing for closing of same, the use of
proceeds from the Private Placement, and the expected timing with
respect to the resumption of trading. The reader is cautioned that
assumptions used in the preparation of any forward-looking
information may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted, as
a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of DeepMarkit.
Factors that could cause the actual results to differ materially
from those in forward-looking statements include, but are not
limited to, failure to obtain final regulatory approval for
Acquisition, inability to complete the Private Placement, or
failure to complete the Acquisition on the terms proposed, or at
all. The reader is cautioned not to place undue reliance on any
forward-looking information. Completion of the Acquisition is
subject to a number of conditions, including but not limited to,
execution of the Definitive Agreement and acceptance by the
Exchange.
The forward-looking statements contained in this press
release are made as of the date of this press release and
DeepMarkit does not undertake any obligation to update publicly or
to revise any of the included forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by securities law.
SOURCE DeepMarkit Corp.