Montreal, Quebec–(Newsfile Corp. – March 18, 2021) – GOLO Mobile Inc. doing business as Usewalter (TSXV: WLTR) (“Usewalter” or “the Company”) today announced that it has filed an application with the TSX Venture Exchange (the “Exchange”) to amend the terms of certain outstanding common share purchase warrants (the “Warrants”) of the Company.
An aggregate of 37,645,314 Warrants were originally issued by the Company pursuant to the following transactions: (i) 31,617,646 Warrants issued pursuant the concurrent financing in connection with the Company’s qualifying transaction with an exercise price of $0.25 per Warrant (the “QT Warrants”); and (ii) 6,027,667 Warrants issued pursuant to a non-brokered private placement of units of the Company with an exercise price of $0.45 per Warrant (the “PP Warrants”).
As a result of market conditions during the term of the Warrants and the capital raising opportunity represented by the Warrants, the board of directors (the “Board”) of the Company has approved an amendment to the term of the original Warrants so that the term will be extended to the maximum term permitted by the Exchange, being five years from the date of issue (the “Warrant Amendments”). The exercise price of the Warrants will remain unchanged. The Warrant Amendments are subject to the approval of the Exchange.
A portion of the Warrants are held by parties who are considered to be “related parties” of the Company. Therefore, the amendment of Warrants constitutes a “related party transaction” as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, (“MI 61-101”) and Exchange Policy 5.9 – Protection of Minority Shareholders in Special Transactions. The Company relies on (i) an exemption from the formal valuation requirement provided under section 5.5(b) of MI 61-101 on the basis that the Company is not listed on any of the specified markets, and (ii) an exemption from the minority approval requirement provided under section 5.5(b) of MI 61-101 on the basis that, insofar as a related party is involved, neither the fair market value of the securities to be distributed, nor the consideration to be received by the Company for those securities, exceeds $2.5 million, in addition to satisfying the other criteria therein.
Usewalter is a smart building technology SaaS solution for property managers and residents in high‐density urban environments. Designed as ‘the one app no one can live without’, Usewalter enables efficient and cost‐effective management of a building across the key areas of communication, Internet of Things management and commerce and delivery within multi‐residential and commercial properties. The Company is positioned to leverage its first‐mover advantage to access new markets, secure additional partners and further build revenue momentum. Usewalter is publicly traded on the TSXV. Learn more at www.usewalter.com.
Forward Looking Information
When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements and information in this news release are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. The forward-looking statements and information in this news release include, without limitation: information relating to the Warrant Amendments including the timing and ability of the parties to satisfy the conditions to the completion thereof; the approval of the TSXV for the Warrant Amendments; the use of proceeds from the ultimate exercise of the Warrants pursuant to the Warrant Amendments, if any.
With respect to the forward-looking statements contained in this news release, assumptions have been made regarding, among other things: the completion of the Warrant Amendments; and timing of receipt of approvals of the TSXV for the Warrant Amendments.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Private Placement will be completed on the terms contemplated in this news release or at all; there is no assurance that the Company will obtain all requisite approvals for the Warrant Amendments, including the approval of the TSXV; following completion of the Warrant Amendments, the Company may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Company; the proceeds from the exercise of the Warrants, if any; and the other risk factors that are set forth under the heading “Risk Factors” in the Company’s Management Discussion and Analysis dated April 27, 2020, which is available on SEDAR at www.sedar.com.
The Company cautions that the foregoing lists of assumptions and risks are not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing assumptions and risks and other uncertainties and potential events. The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. GOLO does not undertake to publicly update or revise the forward-looking information contained in this news release to reflect new events or circumstances, except as required pursuant to applicable laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
5 Quarters Investor Relations, Inc.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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