Fintech
CoinAnalyst Announces Closing of Reverse Takeover
Shares Expected to Commence Trading on the CSE Under Symbol “COYX” on or about November 1, 2021
Toronto, Ontario–(Newsfile Corp. – October 26, 2021) – CoinAnalyst Corp. (CSE: COYX) (formerly, “Brandenburg Energy Corp.”) (“CoinAnalyst” or the “Company“) is pleased to announce the successful closing of its business combination (the “Business Combination“) pursuant to which, among other things, the Company acquired all of the outstanding shares of Coin Analyst UG (the “Target“) in exchange for common shares of CoinAnalyst (“CoinAnalyst Shares“).
Overview of the Business Combination
In connection with the Business Combination, the Company completed two three-cornered amalgamations, one including 2864021 Ontario Inc. (“Subco 1“), a wholly owned subsidiary of the Company, and 2864014 Ontario Inc. (“Newco“), a special purpose corporation that, prior to the completion of the amalgamation, acquired all of the outstanding shares of the Target in exchange for common shares of Newco; and the other including 2864025 Ontario Inc. (“Subco 2“), a wholly owned subsidiary of the Company, and 2828329 Ontario Inc. (“Finco“), a special purpose financing vehicle incorporated to complete the Subscription Receipt Financing and Finco Share Financing (each as defined below). As part of the amalgamations, each holder of a common share of Finco and Newco received one CoinAnalyst Share in consideration for each common share of Finco or Newco held.
As part of the Business Combination, 9801871 Canada Inc. (“980“), a corporation controlled by Aaron Meckler, who is a former director of the Company, and 2694057 Ontario Inc., a corporation controlled by Daniel Talkins, who is a former director of the Company, received $180,593.00 and $64,344.80, respectively, including HST, representing payments for certain consulting and management fees.
The Resulting Issuer now focuses on the business of the Target, which includes an artificial intelligence (“AI“)-based big data analytics platform (the “Platform“) that enables traders in the cryptocurrency asset sector and other industries to access a dashboard which monitors and analyzes real-time data from the cryptocurrency and initial coin offering (“ICO“) market. The Platform continuously collects, in near real time, all relevant information about cryptocurrencies and ICOs from all available sources. The Target’s software tracks influencers, monitors online social media, and provides sentiment analysis, forecast and trade signals on the top 100 cryptocurrencies. Additionally, the software system provides news, price quotes and allows for messaging.
Conversion of Subscription Receipts and Warrants
As previously announced, the Company through Finco raised $2,238,000 in a private placement of subscription receipts (“Subscription Receipt Financing“). In connection with the Business Combination, such subscription receipts were indirectly exchanged for the CoinAnalyst Shares and warrants (the “Warrants“). In connection with the Subscription Receipt Financing, Finco issued 895,200 broker warrants to registered finders.
Prior to the closing of the Subscription Receipt Financing, Finco completed a private placement of 2,500,000 common shares of Finco (the “Finco Shares“) at a price of $0.10 per Finco Share to a group of strategic investors for aggregate gross proceeds of $250,000 (“Finco Share Financing“). In connection with the Finco Share Financing, Finco issued 200,000 broker warrants. As part of the Business Combination, the Finco Shares were exchanged for CoinAnalyst Shares on a one for one basis.
Commencement of Trading
On September 29, 2021, the Company received the conditional approval from the Canadian Securities Exchange (“CSE“) for the listing of CoinAnalyst Shares. The Company expects to commence trading on the CSE on or about Monday, November 1, 2021 under the symbol “COYX.”
New Board and Management
Following the Business Combination, the leadership team of the Company is as follows:
– Pascal Lauria – Chief Executive Officer and Director
– Andrew Sazama – Chief Operating Officer and Director
– John Ross – Chief Financial Officer
– James Greig – Director
– Dule Vicovac – Director
– Broderick Gunning – Director
Additional information related to the Company’s business, capitalization and the Business Combination (including the members of the management team and board of directors listed above) will be available in the Company’s listing statement (the “Listing Statement“), which will be filed under the Company’s profile on SEDAR at www.sedar.com prior to the commencement of trading.
Capitalization
Upon completion of the Business Combination, the Resulting Issuer has 73,440,003 CoinAnalyst Shares, issued and outstanding on an undiluted basis, of which:
- the former shareholders of the Company hold 3,750,226 CoinAnalyst Shares, representing approximately 5.11%;
- the subscribers that participated in the Subscription Receipt Financing hold 9,140,000 CoinAnalyst Shares, representing approximately 12.718%;
- the subscribers that participated in the Finco Share Financing hold 2,500,000 CoinAnalyst Shares, representing approximately 3,404%;
- the former shareholders of the Target, which includes certain shares that the shareholders of the Target transferred to certain third parties, now hold 44,737,228 CoinAnalyst Shares representing approximately 60.92%;
- Amuka (as defined below) holds 1,140,000 CoinAnalyst Shares, resulting from an issuance of bonus shares (“Bonus Shares”) in consideration for assistance with the Business Combination representing approximately 1.55%; and
- Certain creditors hold 249,774 CoinAnalyst Shares, resulting from a debt conversion as part of the Business Combination, representing approximately 0.340%.
In addition, the Resulting Issuer has 5,595,000 Warrants and 1,095,200 broker warrants, each exercisable to acquire one CoinAnalyst Share.
Information for Shareholders
The Company’s transfer agent, Odyssey Transfer Inc. (“Odyssey“), will be delivering by email or regular mail statements pursuant to the Direct Registration System (a “DRS Advice“) to all former holders of the Target in connection with the completion of the Business Combination. Shareholders of the Company wishing to receive a physical share certificate should contact Odyssey in accordance with the instructions on the DRS Advice for information on how to obtain a physical share certificate in place of a DRS Advice.
Auditors and Year-End
In connection with the completion of the Business Combination, Fazzari + Partners LLP, at its principal office in Vaughan, Ontario, will replace Stern & Lovrics LLP as the auditors of the Company. In addition, the year end of the Company will become the year end of the Target which is December 31st.
Early Warning Disclosure
Memo News AG (“MemoNews“) of Hergiswil, Switzerland, a company controlled by Pascal Lauria, the CEO and a Director of the Company, will file an early warning report in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104“) and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) related to the acquisition of 35,244,452 CoinAnalyst Shares in connection with the closing of the Business Combination (the “Closing“). Immediately prior to the Closing, MemoNews did not, directly or indirectly, hold any shares of the Company. Immediately following the Closing, MemoNews holds or controls, directly or indirectly, an aggregate of 35,244,452 CoinAnalyst Shares representing 47.99% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis.
269407 Ontario Ltd. (“269“) of Thornhill, Ontario, a shareholder of the Company, will file an early warning report in accordance with NI 62-104 and NI 62-103 in connection with the Closing. Immediately prior to the Closing, 269, directly or indirectly, held 973,491 CoinAnalyst Shares (representing 25.958% of the issued and outstanding CoinAnalyst Shares). Immediately following the Closing, 269 held the same number of CoinAnalyst Shares; however, the CoinAnalyst Shares held by 269 represented 1.326% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis.
activeInternet Invest UG (“ActiveInternet“) of Wiesbaden, Germany, a shareholder of the Company, will file an early warning report in accordance with NI 62-104 and NI 62-103 in connection with the Closing. Immediately prior to the Closing, ActiveInternet, did not, directly or indirectly, hold any shares of the Company. Immediately following the Closing, ActiveInternet holds or controls, directly or indirectly, an aggregate of 8,583,892 CoinAnalyst Shares representing 11.69% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis.
980 of Thornhill, Ontario, a shareholder of the Company, will file an early warning report in accordance with NI 62-104 and NI 62-103 in connection with the Closing. 980 is controlled by Mr. Aaron Meckler who also controls Amuka Capital Corp. (“Amuka“). Immediately prior to the Closing, 980, directly or indirectly, held 2,239,017 CoinAnalyst Shares, representing 59.7% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis. Immediately following the Closing, 980 holds or controls, directly or indirectly, an aggregate of 3,379,017 CoinAnalyst Shares, including 1,140,000 Bonus Shares issued to Amuka for assisting with the Business Combination, and 447,800 broker warrants issued to Amuka for assisting with the Subscription Receipt Financing and the Finco Share Financing, representing approximately 4.60% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis and 5.21% on a partially diluted basis, assuming the exercise of broker warrants.
Sarish Chopra of St. Catharines, Ontario, a shareholder of the Company, will file an early warning report in accordance with NI 62-104 and NI 62-103 in connection with the Closing. Immediately prior to the Closing, Mr. Chopra, directly or indirectly, held 316,496 CoinAnalyst Shares (representing 8.44% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis). Immediately following the Closing, Mr. Chopra held the same number of CoinAnalyst Shares; however, the CoinAnalyst Shares held by Mr. Chopra represent 0.43% of the issued and outstanding CoinAnalyst Shares on a non-diluted basis.
The shares are held by MemoNews, 269, and ActiveInternet, 980, and Mr. Chopra (together, “the Reporters“) are for investment purposes, and MemoNews, 980 and ActiveInternet (together, “Escrow Reporters“) are subject to an escrow time-based release schedule, as more particularly described in the Listing Statement. The Reporters currently have no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. In accordance with applicable securities laws, the Reporters may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to a time-based release schedule pursuant to the escrow agreements or lock-up agreements signed by Escrow Reporters. A copy of the early warning reports will be filed by authorized representative of each Reporter under the Company’s profile on SEDAR at www.sedar.com or may be obtained by contacting Grant Duthie at gduthie@garfinkle.com.
Related Party Transaction
As Mr. Aaron Meckler, a former Chief Executive Officer, director of the Company and controlling shareholder, indirectly received CoinAnalyst Shares and broker warrants in connection with the Business Combination, it is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The participation of Mr. Meckler exempt from the formal valuation requirements of MI 61-101 as none of the Company’s securities are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada or the United States other than the Alternative Investment Market of the London Stock Exchange of the PLUS markets operated by PLUS Markets Group plc. The Company is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to Subsection 5.7(1)(e) of MI 61-101 Financial Hardship, which provides an exemption where the financial hardship criteria set out in Subsection 5.5(g) of MI 61-101 are met and where there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the holders of any class of affected securities.
Garfinkle Biderman LLP acted as legal advisors for CoinAnalyst in connection with the Business Combination and Miller Thomson LLP acted for the Target in connection with the Business Combination.
About CoinAnalyst
The Resulting Issuer now focuses on the business of the Target, which includes an artificial intelligence (“AI“)-based big data analytics platform (the “Platform“) that enables investors in the digital asset sector and other industries to access a dashboard. The dashboard monitors and analyzes real-time data from the digital asset market (Coins/Tokens/NFTs/initial offerings). The Target’s software monitors news sources, tracks influencers, scans online social media, and provides sentiment analysis, forecast and trade signals on the top 300 digital assets. Additionally, the software system provides news, price quotes and allows for messaging.
To learn more about CoinAnalyst, please visit https://coinanalyst.tech/en/
For more information, please contact:
Pascal Lauria
Chief Executive Officer and Director
Email: contact@coinanalyst.tech
Phone: +49 69 2648485 – 20
Forward-Looking Information and Statements
This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the efficacy of the Target’s AI technology; the Company’s commencement of trading on the CSE; the ability of the Company to effect the transfer of the shares pursuant to the Business Combination; and the replacement of the Company’s auditors.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; the continued commercial viability and growth in popularity of the Target’s technology; the Company’s ability to effect the share transfer pursuant to the Business Combination; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; and the ability of the Company to fulfil the listing requirements of the CSE.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; the risks associated with the AI technology industry in general; the potential future unviability of the AI technology market; risks associated with potential governmental and/or regulatory action with respect to the Company’s activities; risks associated with a potential collapse in the value of AI-related services; risks associated with the Company’s potential inability to attain board, shareholder and/or regulatory approval with respect to the planned listing on the CSE; risks associated with the Company’s ability to continue generating a profit; the Company’s potential inability to effect the share transfer pursuant to the Business Combination; and risks associated with the Company’s ability to meet CSE listing guidelines.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
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