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TORONTO, Dec. 22, 2020 /CNW/ - Ruckify Inc. ("Ruckify") and Apolo III Acquisition Corp. ("Apolo") (TSXV:AIII.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual (the "Manual") are pleased to announce that Ruckify has completed its previously announced private placement (the "Offering") of common shares in the capital of Ruckify (the "Common Shares"). Pursuant to the Offering, Ruckify issued an aggregate of 1,729,114 Common Shares at a price of $4.00 (the "Issue Price") per Common Share for gross proceeds of approximately $6.9 million, of which 799,493 Common Shares were sold pursuant to a brokered portion of the Offering by Eight Capital and 929,621 Common Shares were sold on a non-brokered basis.
Ruckify and Apolo are also pleased to announce that they have entered into a definitive amalgamation agreement, which outlines the terms and conditions pursuant to which the parties will complete the proposed business combination transaction involving Ruckify and Apolo (the "Transaction"). The Transaction will result in a reverse take-over of Apolo by Ruckify and will constitute Apolo's "Qualifying Transaction" (as such term is defined in Policy 2.4 of the Manual). Pursuant to the Transaction, Ruckify and a wholly-owned subsidiary of Apolo will amalgamate to form a new amalgamated company, and upon such amalgamation, holders of Common Shares will receive one post-consolidation Apolo common share for each Common Share held.
Further to Ruckify and Apolo's joint press release dated November 11, 2020, Ruckify and Apolo are also pleased to announce that subject to applicable shareholder and TSXV approval, it is currently anticipated that Lorraine Mastersmith and Chris Schnarr will join Bruce Linton, Steve Cody and Joseph Mimran as directors of Apolo upon closing of the Transaction.
Lorraine Mastersmith - Director
Lorraine Mastersmith is a partner in Gowling WLG's Corporate Commercial and Capital Markets Groups and is the Head of the Business Law Department in Ottawa. Her practice focuses largely on corporate and securities law, with an emphasis on assisting emerging and established companies across a variety of sectors with commercial agreements, mergers & acquisitions and capital raising. Lorraine is the Ottawa lead for the firm's Technology Industry Group and team lead for the Corporate Practice Group in the Ottawa office. Over the course of her career both as in house counsel and in private practice, Lorraine has assisted clients in raising hundreds of millions of dollars in financing from banks, angel investors, private equity and venture capital firms. She has acted as lead counsel on a number of listings of Capital Pool Companies and the completion of Qualifying Transactions on the TSXV and subsequent financings.
Chris Schnarr - Director
Chris Schnarr is an entrepreneur with over 30 years of experience across a range of industries including founding, managing, and advising growth companies with respect to strategy, corporate finance, sales and marketing, operations, corporate development, M&A, and governance, both in the private and public realm. Mr. Schnarr's board member experience spans 9 public and 3 private companies, including TSXV, Toronto Stock Exchange, and New York Stock Exchange listed companies. Mr. Schnarr has extensive board committee experience, including Board Chair, Audit Chair, and Governance and Compensation Chair. He is currently a director of Vitalhub Corp. (TSXV: VHI), Popreach Corporation (TSXV:POPR), and Stormcrow Capital Corp. (TSXV:CROW.P). His industry experience includes healthcare, software, technology, communications, agriculture & food, NHP/OTC/CPG, and pharma/biotech. Mr. Schnarr holds a B.B.A. from Wilfrid Laurier University, and an M.B.A. from the University of British Columbia. He is a graduate of the Director's Education Program at Rotman School of Business and holds the ICD.D designation.
Other details of the Transaction are as disclosed in Ruckify and Apolo's joint press release dated November 11, 2020.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Founded in Ottawa, Canada, in 2017 Ruckify's peer-to-peer rent anything marketplace provides a platform enabling Ruckify users to monetize their assets while at the same time leverage the sharing economy to rent items and minimize what they own, avoiding investment in depreciating assets. With its industry-changing technology Ruckify is poised to expand from test markets to lead the way for peer-to-peer sharing in communities around the world. Ruckify provides its users with the freedom to do what they want when they want without the restrictions of time, storage, price or availability. In doing so, Ruckify supports sustainability by providing people the means to optimize the use of thousands of items within their communities.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Ruckify with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the proposed Transaction involving Apolo, including the anticipated directors of the resulting issuer; and expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Ruckify' management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Ruckify believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Transaction; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Ruckify and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Ruckify has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Ruckify does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Completion of the Transaction is subject to a number of conditions, including but not limited to the TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement of Apolo to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Apolo should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has not approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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