Vancouver, British Columbia–(Newsfile Corp. – September 3, 2020) – Evermount Ventures Inc. (TSXV: ETV.H) (“Evermount“), a capital pool company, announced today that it has entered into a definitive Securities Exchange Agreement dated September 1, 2020, with Video Commerce Group Ltd. (“VCG” d.b.a “OOOOO“), a private company incorporated under the laws of England and Wales, and the shareholder(s) of VCG. The transaction (the “Transaction”) as outlined in the Share Exchange Agreement will constitute Evermount’s “Qualifying Transaction” pursuant to TSX Venture Exchange (“TSXV“) policy 2.4 Capital Pool Companies.
Pursuant to the Transaction, Evermount will acquire all of the outstanding securities of VCG at the closing time in consideration for 51 million Evermount common shares at a deemed price of $0.40 per share.
In connection with the Transaction, Evermount will complete a private placement of up to 10 million common shares (or subscription receipts convertible into common shares) at a price of $0.40 per security for gross proceeds of up to $4 million. The net proceeds from the financing are intended to be used for enhancements to the OOOOO social commerce platform, retention of key influencers, market awareness and working capital and general corporate purposes.
Subject to TSXV approval, Evermount will provide VCG with refundable bridge financing of $225,000 to be utilized for general corporate purposes and transaction related costs.
On closing of the Transaction, Evermount intends to change its name to “OOOOO Social Commerce Ltd.” or such other name as VCG may determine and is approved by the TSXV.
VCG and its Business
VCG, a private company incorporated under the laws of England & Wales in March 2020, is based in Oxford, United Kingdom and was founded by Samuel Jones, former Managing Director at Wish.com, and Eric Zhang, former engineer at Musical.ly and Tiktok. As of the date hereof, VCG is controlled by Samuel Jones. OOOOO Limited, a private company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of VCG.
The “OOOOO” platform is capitalizing on the implosion on a global scale of two relatively recent, but separate, phenomena – social media and mobile shopping. OOOOO is a social commerce platform that connects brands, creators and shoppers through short videos and live, interactive broadcasts. In this way, the OOOOO platform is much more than a traditional e-commerce website that requires users to scroll through still images, titles and descriptions.
The OOOOO platform allows creators, such as make-up artists, stylists and beauty influencers to create, edit and share video content reviews that are linked to products which can be purchased on the platform. The platform cuts out the ‘middle-person’ by directly connecting product manufacturers to consumers who can buy through a fun, dynamic, social shopping experience. Once a consumer finds a product that he/she wishes to buy, he/she can simply click a link to seamlessly complete the purchase.
While OOOOO is partnering with leading beauty brands, only authentic creator videos are permitted on the platform. In this way, OOOOO helps consumers get real product reviews from real people who are knowledgeable about the products they are reviewing.
“We believe interactive, social commerce is inevitable” commented Sam Jones, Chief Executive Officer and Founder of OOOOO. “Shoppers today seek authentic opinions about products from people they trust. Our platform is made up of a diverse community of beauty creators that we believe will replace the need for beauty counters. In turn, we measure and reward this influence properly.”
The OOOOO platform has already completed testing in Australia and Brazil, and is scheduled to launch in the United Kingdom within the next few months with a focus on beauty and cosmetic products. OOOOO expects to initially showcase approximately 150 beauty brands on the platform, with a significant number of additional brands to be added each month.
Management of the Resulting Issuer
VCG is committed to a merit-based system for selecting a diverse slate of directors drawing upon different experiences, professions, education, gender, age, ethnicity, cultural background, religion, national origin and sexual orientation, among many other factors. VCG believes a diverse slate of directors is important in maximizing opportunities for innovation through diverse perspectives on the board which reflect the diverse backgrounds and unique life experiences of the users of the OOOOO platform.
Under the articles of Evermount and applicable corporate law, the maximum number of directors that may be appointed without shareholder approval is four. At this time, on completion of the Transaction, the board is expected to consist of:
Sam Jones, Chairman, Chief Executive Officer and Director. Sam is a serial entrepreneur. Sam started his career at Accenture as a technology consultant in 1999, before a career in executive search where he ran a leading firm specializing in investment banking. Sam spent 10 years in Sydney, Singapore and Hong Kong. Sam started three technology companies over the course of five years from 2012 to 2017 that all related to data. Sam joined eCommerce unicorn Wish as Managing Director of Marketing in 2017, which currently has a valuation of approximately US$11 billion. Sam founded VCG with Eric Zhang.
Eric Zhang, Director. Eric started his career as a mobile software engineer at Huawei before becoming a founding member of the Musical.ly startup team as an engineering team lead, helping grow the company from its infancy to 10 million daily active users. Post the acquisition of Musical.ly by Bytddance Ltd., Eric was a leader across Douyin and TikTok research and development teams, to promote user growth in all major markets. Eric is responsible for growth strategy VCG and oversight of the China team.
Ash Kandhari, Director. Ash started his business career in his family wholesale business Welch and Tidy, accelerating its growth to a market leading position within its sector in only a few short years, picking up accolades including a Queen’s Award for Enterprise and a position on the coveted Fast Track 100 list. Ash subsequently went on to build Rex Brown into a leader in the provision of ecommerce infrastructure services, helping many of the world’s largest consumer goods companies expand their ecommerce proposition.
Wayne Lloyd, Director. Wayne is an entrepreneur and technology executive with extensive capital markets experience. Wayne is the Chief Executive Officer of Tracesafe Inc and founder of Consensus Core. Wayne has experience in scaling startups, special situation investing and completing complex M&A transactions in the technology sector. Wayne has helped raise millions in capital to grow businesses and has a proven track record of attracting world class talent to startup ventures. Wayne earned a CFA Charterholder designation in 2015.
In addition to the foregoing directors, the resulting issuer plans to constitute a temporary advisory board whose members will be nominated as directors of Evermount at the next annual general meeting of shareholders. The advisory board will be constituted with the diversity principles described above. While the resulting issuer does not intend to adopt formal targets for gender diversity representation, VCG expects, and is in discussions with, woman candidates to fill the advisory board roles. Additional information on the advisory board members, as well as additional officer information, including the Chief Financial Officer and Corporate Secretary, will be provided in a subsequent news release.
Pursuant to the Securities Exchange Agreement and subject to TSXV approval, Evermount is required to amend its articles of association in order to provide for a dual-class voting structure for its common shares. The common shares will rank parri passu with each other in all material respects (including distributions and on any winding-up), other than the class to be received by Sam Jones, which will have super-majority voting rights, expected on a 3:1 basis compared to the ordinary common shares.
The amendment to Evermount’s articles will require the approval of Evermount’s shareholders. As the Transaction is not expected to require shareholder approval, Evermount, in consultation with VCG, intends to seek approval of the amendment to its articles at the next meeting of shareholders of Evermount. Additional information on such amendment will be set forth in the filing statement (described below) and the management information circular prepared in connection with the meeting approving the amendment.
Prior to closing, Evermount intends, subject to TSXV approval, to enter into a voting rights agreement, effective as of completion of the Transaction, that will provide Sam Jones with a right to nominate at least 50% of Evermount’s directors, on such terms and conditions as shall be set forth in a definitive voting rights agreement. The voting rights agreement will lapse at the effective time of the foregoing article amendment, provided that if such amendment is not approved by Evermount’s shareholders, the voting rights agreement will remain in full force and effect. Additional information on the voting rights agreement, including its expected duration if not approved by Evermount shareholders as aforesaid, will be provided in a subsequent news release.
Additional Transaction Information
The proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” within the meaning of TSXV Policy 2.4 Capital Pool Companies, therefore, unless otherwise required by the TSXV, approval of Evermount’s shareholders is not required.
Evermount will prepare a filing statement in respect of the Qualifying Transaction which will be filed on SEDAR at www.sedar.com no less than seven business days prior to completion. The filing statement will contain detailed information concerning VCG and its business and operations, including audited financial statements.
Subject to TSXV approval, a fee payable in 3 million Evermount common shares, representing approximately 5% of deal value (inclusive of the financing) will be paid to the following arm’s length parties on completion of the Transaction: (i) Wayne Lloyd, as to 1.5 million Evermount common shares and (ii) Pimlico Partners LLC, as to 1.5 million Evermount common shares. Mr. Lloyed is slated to join the board of directors of the resulting issuer on closing of the Transaction.
Evermount will be seeking a waiver of the sponsorship requirements of TSXV Policy 2.2 Sponsorship and Sponsorship Requirements, but there is no assurance that such waiver will be granted.
Trading in the Evermount shares has been halted as a result of the signing of the Share Exchange Agreement for the Transaction. Trading in the Evermount shares will remain halted pending the review of the proposed Transaction by the TSXV. There can be no assurance that trading in the Evermount shares will resume prior to the completion of the Transaction.
Completion of the Transaction is subject to a number of conditions, including, but not limited to, 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 management information circular or filing statement 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 the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information, contact:
Evermount Ventures Inc.
This news release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of Evermount that may be issued in connection with the Transaction, the private placement financing, waiver of sponsorship, the business and operations of VCG, including expected launch dates and product offerings, and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Evermount assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
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 press release.
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