Toronto, Ontario–(Newsfile Corp. – November 11, 2020) – Apolo III Acquisition Corp. (TSXV: AIII.P) (“Apolo“) and Ruckify Inc. (“Ruckify“) are pleased to announce that they have entered into a binding letter of intent dated November 10, 2020 (the “LOI“), which outlines the terms and conditions pursuant to which Apolo and Ruckify will complete a transaction that will result in a reverse take-over of Apolo by Ruckify (the “Proposed Transaction“). The Proposed Transaction will be an arm’s length transaction, and, if completed, will constitute Apolo’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV“)).
In addition, Ruckify is pleased to announce that it has commenced a financing pursuant to which Ruckify proposes to issue and sell, on a private placement basis, common shares (the “Ruckify Shares“) at a price of $4.00 per Ruckify Share (the “Issue Price“) for aggregate gross proceeds of up to $5,000,000 (the “Offering“). The Offering is expected to close on or about November 30, 2020. The proceeds of the Offering will be released to Ruckify immediately on closing.
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.
Proposed Transaction Summary
The Proposed Transaction is expected to be structured as a three-cornered amalgamation, whereby a wholly-owned subsidiary of Apolo will amalgamate with Ruckify (the “Amalgamation“) to form a newly amalgamated company (“Amalco“). Pursuant to the Amalgamation, holders of Ruckify Shares will receive one common share in the capital of Apolo (each, an “Apolo Share“) for each Ruckify Share held. In addition, pursuant to the Amalgamation, each Ruckify stock option and each Ruckify warrant will be exchanged for an Apolo stock option or Apolo warrant, as applicable, on substantially the same terms and conditions, except that such securities will thereafter be exercisable to receive one Apolo Share.
In order to align the value of the Apolo Shares with the value per Ruckify Share at which the Proposed Transaction will be completed, it is anticipated that Apolo will consolidate its common shares on the basis of one post-consolidation Apolo Share for every 36.3636 existing Apolo Shares (the “Consolidation“). Pursuant to the terms of the Proposed Transaction, Apolo Shares are being valued at $0.11 per Apolo Share and the Ruckify Shares shall have an implied value equal to the terms of the Ruckify Shares issued pursuant to the Offering.
Upon completion of the Proposed Transaction, Apolo will be the parent and sole shareholder of Amalco and thus will indirectly carry on the business of Ruckify. As a result, Apolo intends to change its name to “Ruckify Corporation” or such other name as is acceptable to the regulators (the “Name Change“). Further, it is proposed that the officers and directors of Ruckify will replace the existing officers and directors of Apolo. Biographical information regarding these individuals is provided below under the heading “Officers and Directors“.
The Proposed Transaction is subject to the parties successfully entering into a definitive agreement in respect of the Proposed Transaction on or before January 31, 2021, or such other date as Ruckify and Apolo may mutually agree. Completion of the Proposed Transaction is also subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSXV approval.
In connection with the Proposed Transaction, Apolo will convene a meeting of its shareholders for the purpose of approving, among other matters, the Consolidation, the Name Change and the election of the directors to replace the current directors of Apolo immediately following the completion of the Proposed Transaction. Ruckify will convene a meeting of its shareholders for the purpose of approving the Amalgamation and the Proposed Transaction. The Proposed Transaction has been unanimously approved by the boards of directors of Ruckify and Apolo and both boards of directors recommend that their respective shareholders vote IN FAVOR OF the Proposed Transaction and related matters.
As at the date of this news release, Apolo has 8,600,000 common shares and 860,000 stock options, each exercisable to acquire one Apolo Share (on a pre-Consolidation basis). As at the date hereof, Ruckify has the following securities issued and outstanding: 12,342,577 Ruckify Shares, options to acquire 1,041,900 Ruckify Shares and warrants to acquire 109,867 Ruckify Shares.
On completion of the Proposed Transaction (including the maximum number of Ruckify Shares to be issued in the Offering) and assuming completion of the Consolidation, it is anticipated that there will be an aggregate of approximately 13,829,077 Apolo Shares issued and outstanding and additional securities convertible into or exercisable to acquire 1,175,417 Apolo Shares. On completion of the Proposed Transaction (including the maximum number of Ruckify Shares to be issued in the Offering) and assuming completion of the Consolidation, former shareholders of Apolo will hold 236,500 Apolo Shares, representing 1.70% of the outstanding Apolo Shares and former shareholders of Ruckify will hold 13,592,577 Apolo Shares, representing 98.30% of the outstanding Apolo Shares (on a non-diluted basis).
A filing statement or joint management information circular of Ruckify and Apolo will be prepared and filed in accordance with the policies of the TSXV.
Officers and Directors
Subject to applicable shareholder and TSXV approval, it is anticipated that the officers and directors of the combined company will be:
Steve Cody – Chief Executive Officer and Director
With over 30 years of experience in the rental industry, Steve Cody has a wealth of knowledge and truly understands the value of connecting customers and communities. Having built and sold 6 different rental companies and most recently founding a successful franchise software company has prepared Steve for his recent venture. Ruckify is a combination of Steve’s matchless experience and passion for the sharing economy. Ruckify allows everyone to experience the financial and ecological rewards of sharing their items.
Dean Cosman – Chief Financial Officer
Dean Cosman joined Ruckify in August 2020 after spending 25 years in the financial services sector where he held executive level roles at both Export Development Canada (EDC) and Canada Deposit Insurance Corporation (CDIC). Most recently Mr. Cosman served as Executive Vice-President and Chief Risk Officer at Canada Deposit Insurance Corporation. Prior to that he led CDIC as Interim Chief Executive Officer. He also held the roles of Senior Vice-President, Insurance and Risk Assessment and Vice-President and Chief Financial Officer. Dean holds a Bachelor of Commerce Degree from Carleton University and is a Chartered Professional Accountant, Chartered Accountant.
Graham Brown – Chief Technology Officer
Graham has served as Ruckify’s CTO since March 2019, bringing with him two decades of serving as a technology executive, principally in publicly traded companies, including the Chief Technology Officer at Corel / WordPerfect and VP of Product Development at Halogen (now Saba Software). Graham was an early proponent of user-centered design and has been a proponent of developing software for its users ever since, producing both desktop and cloud-based Consumer and B2B products in the time since. As well as a passion for building great products, Graham enjoys developing great teams and making the total greater than the sum of its parts.
Bruce Linton – Chairman and Director
Mr. Linton was the founder and former Chairman, Chief Executive Officer and Co-Chief Executive Officer of Canopy Growth Corporation (“Canopy“), formerly Tweed Marijuana Incorporated, a cannabis company based in Smiths Falls, Ontario, Canada. Bruce founded Tweed in 2013 and renamed it Canopy Growth Corporation in 2015. Canopy was the first cannabis company in North America to be listed on a major stock exchange (TSXV in April 2014 and TSX in July 2016) and to be included on a major stock index (S&P/TSX Composite Index in March 2017). Bruce co-founded Canopy Rivers in 2017 and Canopy Health Innovations in 2018. Bruce’s founding idea grew to a TSXV listed start-up with an $80 million market cap to a NYSE/TSX listed company (S&P/TSX60) including more than 30 M&A activities, ranking number one of the TSX30 with a market cap of over $20 billion by the summer of 2019. Bruce’s experience as a founder, CEO, and board member across a diversity of sectors was a huge influence for the success of Canopy. Earning market support for 16 rounds of financing of over $6 billion in public capital markets and private placements, the company funded capacity growth and opened new markets, including a $5 billion CAD investment by Fortune 500 beverage company, Constellation Brands (NYSE:STZ).
Notably, throughout his career, Bruce has been responsible for the acquisition and/or disposition of nearly $4 billion in business assets and has established regular engagement with the World Bank and Asia Development Bank as well as companies listing with NYSE, NASDAQ, TSX and TSXV. Bruce has overseen over 35 acquisitions in 6 countries.
Currently, he also holds the positions of: Executive Chairman for Gage Cannabis Co., Co-Chairman for Martello Technologies Group. He is also Chairman of the Advisory Board for Red Light Holland Corp., Non-Executive Chairman of Oskare Capital, Director with Mindmed and the Canadian Olympic Foundation, and an active investor with SLANG Worldwide Inc., and OG DNA Genetics Inc. Beginning his journey at Newbridge Networks Corporation, Bruce went on to be part of the establishing team at Crosskeys Systems Corporation, of which he was a key member for the NASDAQ/TSX IPO. He was GM and Re-Founder of Computerland.CA, and Co-Founder of Webenhancer Corp. Bruce has acted as CEO and Director at Clearfield Water Systems, Inc., past Chairman of the Ottawa Community Loan Foundation, past board member and Treasurer of Canada World Youth, and past member of the Board of Governors for Carleton University.
Joseph Mimran – Director
Mr. Mimran is among Canada’s leading fashion and retail pioneers and entrepreneurs. Throughout his career, he has founded or co-founded and built brands that have helped define the fashion industry landscape, including Joe Fresh™, Club Monaco, Alfred Sung, Caban and, with his wife Kimberley Newport-Mimran, Pink Tartan. In addition, Mr. Mimran is the Chairman of Gibraltar & Company, Inc., a private investment management company, and was formerly the Co-CEO of Gibraltar Opportunity, Inc., a provider of advisory and revenue acceleration services, and Gibraltar Growth Corporation, a special acquisition corporation. Mr. Mimran was the founder and former Creative Director of the Joe Fresh™ brand for Loblaws, where he led the entire creative process for the women’s, men’s and children’s apparel line, from product design to marketing and advertising to store selection and design for the merchandising of the line. Mr. Mimran founded the consulting firm Joseph Mimran & Associates Inc. (“JMA“) in 2001. In 2003, Loblaws engaged JMA to design home products under its President’s Choice brand, followed by all general merchandise categories by 2009. Mr. Mimran co-founded The Monaco Group (which included Alfred Sung, a high-end fashion women’s wear line, and Club Monaco, a fashion-forward, high-end casual clothing retailer) in 1980 and took the company public in 1986. The company was purchased by Dylex in 1989. In 1991, Mr. Mimran repurchased Club Monaco from Dylex, founded and launched Caban (a design-oriented home furnishings retailer) and took the business public in 1997. In 1999, he sold Club Monaco (and Caban) to Ralph Lauren for an equity value of $77,500,000. Mr. Mimran has been the recipient of many industry awards, including the Canadian Style Award and the lifetime achievement award by the Design Exchange, and in 2015 he was inducted into Canada’s Marketing Hall of Legends. Mr. Mimran began his career at Coopers & Lybrand (now PricewaterhouseCoopers) after receiving his Chartered Accountant designation.
The Proposed Transaction is subject to the sponsorship requirements of the TSXV, unless a waiver or exemption from this requirement can be obtained in accordance with the policies of the TSXV. Apolo intends to apply for a waiver of the sponsorship requirement, however there is no assurance that a waiver from this requirement can or will be obtained.
Trading in Apolo Common Shares
Trading in Apolo Shares has been halted since April 9, 2020 for failing to complete a Qualifying Transaction within 24 months of its listing on the TSXV. Trading in the Apolo Shares will remain halted pending the review of the Proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in the Apolo Shares will not resume prior to the closing of the Proposed Transaction.
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.
Ruckify is represented by Cassels Brock & Blackwell LLP. Wildeboer Dellelce LLP acts as legal counsel to Apolo.
A subsequent news release with respect to the closing of the Offering and including a summary of certain significant financial information with respect to Ruckify will follow in due course.
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 Apolo and 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: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, (ii) the timing for closing and the pricing and size of the Offering, and (iii) 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 Apolo and Ruckify’ respective 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 Apolo and Ruckify believe 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 Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Proposed Transaction; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Apolo and 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 Apolo and Ruckify have 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. Apolo and Ruckify do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For further information, please contact:
Apolo III Acquisition Corp.
Chief Financial Officer
E-mail: [email protected]
Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or joint management information circular of Apolo and Ruckify to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 Proposed 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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