/NOT FOR DISSEMINATION IN THE UNITED STATES/
TSXV: MKT OTC: MKTDF
CALGARY, AB, Feb. 18, 2022
/CNW/ - DeepMarkit Corp., ("DeepMarkit" or the "Company")
(TSXV: MKT) (OTC: MKTDF), a technology company focused on
creating new tools and technologies to aid businesses in sales
development and increasing profitability, is pleased to announce
today's closing of its previously announced acquisition
("Acquisition") of First Carbon Corp. ("First
Carbon") and concurrent
non-brokered private placement (the "Private Placement") of
units of the Company ("Units"). The Company has also
appointed Mr. James Henning to its
board of directors (the "Board").
First Carbon Acquisition
The Acquisition of all the outstanding common shares of First
Carbon (each, a "First Carbon Share") was completed pursuant
to the terms of a share purchase agreement entered into among the
Company, First Carbon and each holder of First Carbon Shares (each,
a "First Carbon Shareholder"), dated January 17, 2022 (the "Definitive
Agreement"). Pursuant to the terms of the Definitive Agreement,
the Company acquired all 39,474,999 First Carbon Shares in exchange
for 15,000,000 common shares of the Company ("Common
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 Common 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. All of the Common Shares
issued in connection with the Acquisition are subject to a
four-month hold period required under applicable securities laws
and the policies of the TSX Venture Exchange (the
"Exchange").
Private Placement
Pursuant to the Private Placement, the Company issued 4,335,000
Units for a price of $0.50 per Unit,
for gross proceeds of $2,167,500.
Each Unit is comprised of one Common Share and one Common Share
purchase warrant (each, a "Warrant"). Each Warrant will
entitle the holder to purchase one additional Common Share of
DeepMarkit at an exercise price of $1.25 for a period of three years from the date
of issuance. In connection with the Private Placement, the Pursuant
to the closing of the Private Placement, DeepMarkit paid cash
commissions to qualified non-related parties in the aggregate
amount of $125,125 ($56,000 of the cash commissions payable were paid
by the Company by the issuance of 112,000 Common Shares) and issued
an aggregate of 250,250 compensation warrants entitling the holders
to acquire one Common Share at a price of $0.50 per share for a period of three years from
the date of issuance. The net proceeds from the Private Placement
will 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 First
Carbon (for which it is estimated that approximated 60% of the net
proceeds will be allocated), with such uses to include product
development, marketing and sales, systems and technology related
costs, investor relations expenses, as well as general and
administrative and corporate expenses.
Director Appointment
The Company is also pleased to welcome Mr. James Henning to its board of directors. Mr.
Henning is a Chartered Accountant and the founder and president of
Corpfinance Advisors Inc. since 1984. James is an expert with
practical experience in valuating businesses in a broad range of
industries and he has assisted companies with financings, public
offerings and restructurings. His areas of expertise include the
retail cannabis, manufacturing, telecommunications, software,
biomedical, oil and gas services as well as renewable energy
industries. Mr. Henning has served as a Chief Financial Officer and
director for a number of TSXV and Canadian Securities
Exchange-listed companies over the past several years. He was
nominated by First Carbon to be appointed to the Company's board
pursuant to the Definitive Agreement.
No "Control Person" has been created as a result of the
Acquisition or the Private Placement, and the Acquisition is an
"Arm's Length Transaction" as such terms are defined in Policy 1.1
of the Exchange. There were no finder's fees payable in connection
with the Acquisition.
Early Warning Disclosure
As a result of the completion of the Acquisition and Private
Placement and resulting issuances of Common Shares from treasury,
Ranjeet Sundher's holdings have
decreased, triggering the requirement to file an early warning
report. As of November 8, 2021
(being the date of his last early warning report), Mr. Sundher
held, directly and indirectly (including through 1323552 B.C. Ltd.), 13,455,974 Common Shares,
representing approximately 65.42% of the issued and outstanding
Common Shares. Following completion of the Acquisition and Private
Placement, Mr. Sundher continues to hold 13,455,974 Common Shares
(and no additional options, warrants or other securities
convertible or exchangeable into Common Shares), which is now equal
to approximately 33.31% of the issued and outstanding Common
Shares, on the basis of there being 40,015,707 Common Shares
outstanding as of the date hereof. In the future, Mr. Sundher may,
from time to time, increase or decrease his direct and indirect
ownership, control or direction over Common Shares or other
securities of the Company through market transactions, private
agreements, or otherwise, depending on market conditions and other
relevant factors.
A copy of the early warning report filed by Mr. Sundher in
connection may be obtained by contacting Mr. Sundher, at
403-537-0067, and will be available under the Company's profile on
SEDAR at www.sedar.com.
Overview of First Carbon
First Carbon is a software
infrastructure company operating in the tokenization vertical of
the blockchain. First Carbon's
primary asset, MintCarbon.io, is a web-based, software-as-a-service
platform that facilitates the minting of carbon credits into
non-fungible tokens. MintCarbon.io is currently completing testing
in anticipation of the official launch of the platform in the near
future.
ABOUT DEEPMARKIT
DeepMarkit Corp. is a technology company focused on creating new
tools and technologies to aid businesses in sales development and
increasing profitability.
On behalf of:
DEEPMARKIT CORP.
"Ranjeet Sundher"
Ranjeet Sundher, Interim CEO
Web: www.deepmarkit.com
Twitter: @DeepMarkit
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, without limitation,
statements regarding the use of proceeds, and statements with
respect to the business plans of DeepMarkit and First Carbon
generally. 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. The reader is cautioned
not to place undue reliance on any forward-looking information.
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.