(TheNewswire)
Vancouver, BC - TheNewswire - April 13, 2023 - CyberCatch Holdings, Inc. (formerly Hopefield Ventures Inc.) (the “ Company ”) (TSX-V:CYBE) ispleased to announce that, further to its news releases dated November8, 2022, February 27, 2023 and April 4, 2023, it has closed itspreviously announced qualifying transaction (the “ Transaction ”) andchanged its name to “CyberCatch Holdings, Inc.”. In connectionwith the Transaction, the Company also completed a consolidation ofits common shares (the “ Shares ”) on the basis of onepost-consolidation Share for every 3.87 pre-consolidation Shares (the“ Consolidation ”).
The Shares are expected to resume trading on the TSXVenture Exchange (the “ TSX-V ”) as a Tier 2 Technology Issuer underthe ticker symbol “CYBE” on or around April 24, 2023, subject tothe TSX-V issuing its final exchange bulletin confirming completion ofthe Transaction and its approval thereof.
The Transaction was effected pursuant to athree-cornered amalgamation whereby the Company’s wholly-ownedsubsidiary amalgamated with the former CyberCatch Holdings, Inc.(“ CyberCatch ”) to form CyberCatch Global Inc. (“ CyberCatch Global ”)under the BusinessCorporations Act (British Columbia) andCyberCatch Global became a wholly-owned subsidiary of the Company.
Concurrent Financing
In connection with the Transaction, CyberCatch completed a concurrent private placement (the“ ConcurrentFinancing ”) for aggregate proceeds of$ 1,435,000 . The ConcurrentFinancing was comprised of 2,870,000 units ofCyberCatch (each, a “ Unit ”) at a price of $0.50 per Unit. EachUnit is comprised of one common share in the capital of CyberCatch (a“ CyberCatchShare ”) and one-half of one CyberCatch Sharepurchase warrant (each whole warrant, a “ CyberCatch Warrant ”), and each CyberCatch Warrant is exercisable for oneCyberCatch Share at an exercise price of $0.70 until April 11, 2026.The CyberCatch Shares and CyberCatch Warrants were immediatelyexchanged for the Company’s securities upon completion of theTransaction. CyberCatch paid $100,450 and issued 200,900 finder’swarrants to an eligible finder. The finder’s warrants are on thesame terms as the CyberCatch Warrants.
The Transaction
In accordance with the terms of the amalgamationagreement dated December 8, 2022, as amended(the “ AmalgamationAgreement ”) among the Company, CyberCatch and1390090 BC Ltd. (“ Subco ”), awholly-owned subsidiary of the Company , andimmediately before the completion of the Share Exchange (as definedbelow), $2,760,000 principal amount ofoutstanding debentures of CyberCatch automatically converted into7,359,992 units of CyberCatch (the “ Debenture Units ”) at $0.375 per unit in accordance with the terms of theCyberCatch Debentures. Each Debenture Unit consisted of oneCyberCatch Share and one-half of one CyberCatch Share purchase warrant(each, whole CyberCatch Share purchase warrant, a “ Debenture Warrant ”). Each Debenture Warrant entitles the holder thereof toacquire one CyberCatch Share at $0.50 until April 11, 2025.
After the completion of the conversion of theCyberCatch Debentures, and before the Share Exchange and thecompletion of the Concurrent Financing, there were an aggregate of42,234,992 CyberCatch Shares issued and outstanding.
The amalgamated entity formed pursuant to theAmalgamation is now a wholly-owned subsidiary of the Company (the“ ResultingIssuer ”) and the outstanding securities ofCyberCatch were exchanged for securities of the Resulting Issuer at aratio of one for one immediately before the completion of theTransaction (the “ ShareExchange ”). In addition, the Company issued 250,000 common shares of theResulting Issuer (the “ Finder’s Shares ”) to Toro PacificManagement Inc. for the introduction of CyberCatch to the Company.
Outstanding Share Capital andEscrow
As a result of the Transaction, there are an aggregateof 55,354,993 Resulting Issuer Shares issued and outstanding, of whichthe previous shareholders of the Company hold approximately 18.1% andformer shareholders of CyberCatch hold approximately 81.4%,respectively.
CyberCatch shareholders representing an aggregate of 16,903,000 ResultingIssuer Shares and 6,749,998 Resulting Performance Warrants are subject to Tier 2 SurplusE scrow Agreementsand an aggregate of 8,609,000 Resulting Issuer Shares are subject to Tier 2 Value EscrowAgreements. The 250,000 Finder’s Shares are subject to four monthhold period ending on August 12, 2023 in accordance with applicablesecurities law.
New Board and Management
Upon completion of the Transaction, all directors andofficers of the Company have resigned and were replaced by thefollowing nominees of CyberCatch: (a) Sai Huda – Chairman and ChiefExecutive Officer; (b) Darren Tindale – Chief Financial Officer andCorporate Secretary; (c) Andrew Kim – Chief Information SecurityOfficer; (d) Bryan Rho – Chief Technology Officer; Katherine Atmar– Chief Marketing Officer; (e) Gary Evans – Director; (f) KayNichols – Director; and (g) Pierre Soulard – Director.
Change of Year-End
In connection with the closing of the Transaction, theResulting Issuer’s newly appointed board of directors resolved tochange the year-end of the Resulting Issuer to July 31 to coincidewith that of CyberCatch.
Additional Information
Complete details of the terms of the Transaction areset out in the Filing Statement available on the Resulting Issuer’sprofile at www.sedar.com .
Investors are cautioned that, except as disclosed inthe Filing Statement, any information released or received withrespect to the Transaction may not be accurate or complete and shouldnot be relied upon. Trading the securities of the Resulting Issuershould be considered highly speculative. The TSX-V has in no waypassed upon the merits of the Transaction and has neither approved nordisapproved the contents of this press release.
This news release is not an offer ofthe securities for sale in the United States. The securities have notbeen registered under the U.S. Securities Act of 1933, as amended, andmay not be offered or sold in the United States absent registration oran exemption from registration. This news release shall not constitutean offer to sell or the solicitation of an offer to buy nor shallthere be any sale of the securities in any state in which such offer,solicitation or sale would be unlawful.
AboutCyberCatch
CyberCatch is a cybersecurity company thatprovides an AI-enabled software as a service platform solution forcontinuous compliance, security and cyber risk mitigation in theUnited States and Canada. Its platform solution first helps a businessimplement a baseline of cybersecurity controls in accordance with aregulation, standard or framework, then automatically and continuouslytests the controls to identify control deficiencies and non-compliancewith cybersecurity requirements for the business to remediate thecontrol deficiency, regain compliance with cybersecurity requirementsand avoid security weaknesses.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
For further information, pleasecontact:
Sai Huda, Chairman and CEO
Phone: 1-866-753-2923
Email: info@cybercatch.com
Forward-LookingInformation
The information in this news releaseincludes certain information and statements about management’s viewof future events, expectations, plans and prospects that constituteforward-looking statements, including statements with respect toresumption of trading in the common shares of the Company andinformation related to the business plan of the Company uponcompletion of the Transaction.
Such statements and informationreflect the current view of the Company. Risks and uncertainties existthat may cause actual results to differ materially from thoseindicated or implied in the forward-looking statements andinformation. Such factors include, among others: the risk that theTransaction is not approved by the TSX-V; the limited business historyof CyberCatch; reliance on key management; risks related toCyberCatch’s acquisition strategy, including that previous andfuture acquisitions do not meet expectations or potential acquisitionscannot be completed; dependence on and availability of third partyfinancing; the business of CyberCatch is subject to broader economicfactors; disruptions or changes in the credit or security markets;financial results of CyberCatch’s operations; unanticipated costsand expenses; and general market and industry conditions.
The forward-looking statements,while considered reasonable by the Company, are inherently based uponassumptions that are subject to significant risks and uncertainties,including, but not limited to, the Transaction will be approved by theTSXV and the Company will be able to carry out its business plan ascontemplated. Although the Company believes that the expectationsreflected in forward-looking statements are reasonable, they can giveno assurances that the expectations of any forward-looking statementswill prove to be correct.
The forward-looking informationcontained in this press release represents the expectations of theCompany as of the date of this press release and, accordingly, issubject to change after such date. Readers should not place undueimportance on forward-looking information and should not rely uponthis information as of any other date. While the Company may elect to,it does not undertake to update this information at any particulartime except as required in accordance with applicable laws.
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