/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISEMMINATION IN THE
UNITED STATES./
Parent company to be re-named Last Mile
Holdings, with operating subsidiaries OjO Electric and Gotcha
Mobility
OXNARD, CA and VANCOUVER, Jan. 20,
2020 /CNW/ - January 20, 2020 – OjO
Electric Corp. (the "Company") (TSXV: OJO) is
pleased to announce that, further to its news release dated
November 19, 2019, it has now entered into a definitive
Membership Interest Purchase Agreement (the "Purchase
Agreement") to acquire 100% of the outstanding securities
(the "Acquisition") of Gotcha Mobility, LLC
("Gotcha").
Re-Branding to "Last Mile Holdings"
On closing of the Acquisition, the Company plans to change its
name to "Last Mile Holdings Ltd.", and to change its trading symbol
to "MILE", to better convey to investors the Company's roll-up
strategy. OjO Electric and Gotcha Mobility, as well as any future
acquisition targets, will operate as subsidiaries of MILE.
Management anticipates the closing of the Acquisition and
resumption of trading as "MILE" to occur in February 2020.
The Acquisition
Gotcha has been a micro-mobility leader for 10 years, starting
with electric rideshare vehicles and pedal bikes, then expanding
into e-bikes, e-scooters, and e-trikes. With a focus on university
and small to mid-size municipalities, Gotcha has secured
approximately 20,000 permits, 80% of which are exclusive. With 80
combined locations, the Acquisition positions MILE as the third
largest micro-mobility company by location in North America, after Lime and Bird. The
Acquisition provides a clear path to large-scale deployment of
OjO's custom-engineered seated scooter, while expanding the
combined company's product offerings to include pedal bikes,
e-bikes, e-scooters, and e-trikes.
The Acquisition and associated financing (described below)
combines top tier management teams and gives MILE immediate access
to existing, fully contracted permits to deploy a total fleet of
16,000 mobility units by year-end 2020 and 27,000 mobility units by
year-end 2021.
Pursuant to the Purchase Agreement, the Company will acquire all
of the outstanding securities of Gotcha from the sole shareholder
of Gotcha in consideration for the payment of US$5 million in
cash, of which US$2.5 million is
payable on closing of the Acquisition ("Closing") and
US$2.5 million is payable five
months from Closing, and in consideration for the issuance of
US$7 million in shares of the
Company, half of which are issuable on Closing at a deemed price
per share equal to the issue price per share on the Company's
concurrent financing, and half of which are issuable on the six
month anniversary of Closing, provided certain conditions are
satisfied as of that date, with the number of shares to be issued
calculated using the five-day V-WAP of the Company's shares
immediately prior to the issue date of such shares.
Closing of the Acquisition is subject to standard conditions
precedent for this type of transaction, including TSX Venture
Exchange approval.
In connection with the Acquisition, the Company will complete a
concurrent non-brokered private placement of 27.5 million
subscription receipts at a price of C$0.40 per subscription receipt for gross
proceeds of C$11,000,000. The gross
proceeds from the financing will be held in escrow pending closing
of the Acquisition. On closing of the Acquisition, the escrow funds
will be released and each subscription receipt will automatically
convert into one unit of the Company, with each unit consisting of
one limited voting share and one share purchase warrant, with each
warrant exercisable for a period of three years at C$0.60 per share, subject to acceleration at the
option of the Company if the limited voting shares of the Company
trade above C$1.00 per share for ten
consecutive trading days. The proceeds from the private placement
will be used to close the Acquisition and for general working
capital purposes. In connection with the private placement, the
Company may pay finders fees of up to 8% cash and 8% finder's
warrants to eligible persons.
About OjO Electric
OjO Electric is dedicated to providing safe, sustainable Light
Electric Vehicle (LEV) mobility solutions in collaboration with
municipal governments to reduce traffic congestion and carbon
emissions. OjO's vision is to change rideshare for good by creating
a sustainable mobility eco-system that connects people, cities, and
businesses. OjO's platform is built with open APIs to allow for
integration with partners and multi-modal transportation solutions.
To find out more, please download the OjO mobile app or visit
www.ojoelectric.com.
About Gotcha Mobility
Gotcha is an e-mobility company dedicated to providing
innovative shared mobility products and technologies that get
people out of single-occupancy cars and safely onto efficient,
sustainable electric mobility products. The company operates
e-bikes, e-scooters, and e-trikes as transportation solutions
tailored to cities and universities across the U.S. Gotcha empowers
communities to lead happier, more productive lives through the
transformative power of affordable, accessible micro-transit. For
more information, visit www.ridegotcha.com.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "forward-looking statements"
and "forward-looking information" under applicable Canadian
securities legislation that are not historical facts.
Forward-looking statements involve risks, uncertainties, and other
factors that could cause actual results, performance, prospects,
and opportunities to differ materially from those expressed or
implied by such forward-looking statements. Forward-looking
statements in this news release include, but are not limited to,
statements with respect to: OjO and OjO's business and prospects
and the Company's objectives, goals or future plans; and the
business, operations, and management of the Company.
Forward-looking statements are necessarily based on a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties and other factors
which may cause actual results and future events to differ
materially from those expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: general
business, economic and social uncertainties; litigation,
legislative, environmental and other judicial, regulatory,
political and competitive developments; delay or failure to receive
board, shareholder or regulatory approvals; those additional risks
set out in the Company's public documents filed on SEDAR at
www.sedar.com; and other discussed in this news release.
Accordingly, the forward-looking statements discussed in this
release, may not occur and could differ materially as a result of
these known and unknown risk factors and uncertainties affecting
the companies. Although the Company believes that the assumptions
and factors used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release,
and no assurance can be given that such events will occur in the
disclosed time frames or at all. Except where required by law, the
Company disclaims any intention or obligation to update or revise
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Reader Advisory
Neither the TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accepts
responsibility of the adequacy or accuracy of this release.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities under the Financing
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 (as defined under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
SOURCE OjO Electric Corp.