Marc Lustig is a highly regarded entrepreneur and founder with strong experience in corporate finance. Marc Lustig, Chairman of the Board of Directors Biographies of the current proposed directors of the Resulting Issuer are set out below. Subject to Exchange approval, on completion of the Business Combination, it is currently anticipated that the board of directors of the Resulting Issuer will consist of Levy Cohen, Chanan Steinhart, Marc Lustig and two (2) additional independent directors to be mutually agreed by Seamless, Mone圜lip and the Company. Proposed Board and Management of the Resulting Issuer In its consideration and approval of the Business Combination, the board of directors of the Company determined that the Business Combination will be exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis of the exemptions in Sections 5.5(b) and 5.7(g) of MI 61-101.
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Goldman Professional Corporation, a shareholder of Seamless, and consequently the Business Combination constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101").
Marc Lustig, a control person of the Company, is also Chairman of Seamless, incoming Chairman of the Resulting Issuer and, directly or through his holding company, a shareholder of Seamless and Mone圜lip, while Jennifer Goldman, a control person of the Company, is a joint actor with Jason I. Completion of the Business Combination is subject to, among other things, the Company receiving conditional listing approval from the Exchange and the satisfaction of the closing conditions of the Exchange. In connection with the Business Combination, the Resulting Issuer will apply to list its common shares on the Exchange. The Company is a "reporting issuer" in the Provinces of British Columbia and Alberta, but is not currently listed for trading on any stock exchange. Upon the satisfaction or waiver of certain escrow release conditions, including closing of the Business Combination in accordance with its terms and the Resulting Issuer being conditionally approved for listing on the Exchange, the escrowed proceeds of the Concurrent Financing (less certain agreed deductions) will be released to the Resulting Issuer and holders of Subscription Receipts, without any further payment or other act or formality, will receive common shares of the Resulting Issuer. Canaccord Genuity Corp., on behalf of a syndicate of agents to be formed, has been retained as lead agent and bookrunner in the Concurrent Financing. In connection with the Business Combination, the parties intend to complete a best efforts private placement of subscription receipts (the " Subscription Receipts").
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Prior to giving effect to the Concurrent Financing, the non-diluted, pro forma ownership of the Resulting Issuer is expected to be approximately 60% former Seamless shareholders, 38% former Mone圜lip shareholders, and 2% former Company shareholders.
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Pursuant to the Business Combination Agreement, the parties will complete a series of transactions (collectively, the " Business Combination") whereby, among other things, existing shareholders of Seamless and Mone圜lip will exchange their shareholdings for common shares of the Resulting Issuer. (the " Concurrent Financing") and to apply for listing on the TSX Venture Exchange (the " Exchange"). The combined team of 13 engineers including 5 PhDs have developed a proprietary DeFi technology and IP portfolio since 2017 and, upon completion of the Business Combination and Concurrent Financing, will be ideally positioned to expand their R&D, product pipeline and user base.Ĭoncurrently with the Business Combination, the Company intends to undertake a $25 million best efforts private placement led by Canaccord Genuity Corp. The companies combine best-in-class leadership with decades of experience building disruptive technology in Silicon Valley and Israel. (" Wellfield" or the " Resulting Issuer").īeginning in 2017, Seamless and Mone圜lip have developed complementary, cutting-edge technology infrastructure designed to facilitate decentralized finance (" DeFi") by streamlining cross-blockchain trading and making Bitcoin compatible with DeFi.
Upon completion of the Business Combination (as defined below), the Company is expected to be renamed Wellfield Technologies Inc.
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(the " Company") is pleased to announce that it has entered into a business combination agreement (the " Business Combination Agreement") with Seamless Logic Software Limited, a company existing under the laws of Gibraltar (" Seamless") and Mone圜lip Inc., a company existing under the laws of the State of Delaware (" Mone圜lip"). Vancouver, British Columbia-(Newsfile Corp. Parties plan $25 million concurrent private placement and application to list on TSX Venture Exchange
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