CALGARY, AB, Feb. 18, 2022 /CNW/ - DeepMarkit Corp., ("DeepMarkit" or the "Company") (TSXV: MKT) (OTC: MKTDF), a technology company focused on creating new tools and technologies to aid businesses in sales development and increasing profitability, is pleased to announce today's closing of its previously announced acquisition ("Acquisition") of First Carbon Corp. ("First Carbon") and concurrent non-brokered private placement (the "Private Placement") of units of the Company ("Units"). The Company has also appointed Mr. James Henning to its board of directors (the "Board").
First Carbon Acquisition
The Acquisition of all the outstanding common shares of First Carbon (each, a "First Carbon Share") was completed pursuant to the terms of a share purchase agreement entered into among the Company, First Carbon and each holder of First Carbon Shares (each, a "First Carbon Shareholder"), dated January 17, 2022 (the "Definitive Agreement"). Pursuant to the terms of the Definitive Agreement, the Company acquired all 39,474,999 First Carbon Shares in exchange for 15,000,000 common shares of the Company ("Common Shares") issued to the First Carbon Shareholders at a deemed price of $0.50 per DeepMarkit Share, for aggregate deemed consideration of $7,500,000. First Carbon Shareholders holding 2,849,905 Common Shares issued in connection with the Acquisition have delivered lock-up agreements to the Company in which they have agreed not to trade such shares prior to October 15, 2022. All of the Common Shares issued in connection with the Acquisition are subject to a four-month hold period required under applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange").
Pursuant to the Private Placement, the Company issued 4,335,000 Units for a price of $0.50 per Unit, for gross proceeds of $2,167,500. Each Unit is comprised of one Common Share and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share of DeepMarkit at an exercise price of $1.25 for a period of three years from the date of issuance. In connection with the Private Placement, the Pursuant to the closing of the Private Placement, DeepMarkit paid cash commissions to qualified non-related parties in the aggregate amount of $125,125 ($56,000 of the cash commissions payable were paid by the Company by the issuance of 112,000 Common Shares) and issued an aggregate of 250,250 compensation warrants entitling the holders to acquire one Common Share at a price of $0.50 per share for a period of three years from the date of issuance. The net proceeds from the Private Placement will be used to fund continued business and corporate operations of DeepMarkit (for which it is estimated that approximately 40% of the net proceeds will be allocated), as well as the operations of First Carbon (for which it is estimated that approximated 60% of the net proceeds will be allocated), with such uses to include product development, marketing and sales, systems and technology related costs, investor relations expenses, as well as general and administrative and corporate expenses.
The Company is also pleased to welcome Mr. James Henning to its board of directors. Mr. Henning is a Chartered Accountant and the founder and president of Corpfinance Advisors Inc. since 1984. James is an expert with practical experience in valuating businesses in a broad range of industries and he has assisted companies with financings, public offerings and restructurings. His areas of expertise include the retail cannabis, manufacturing, telecommunications, software, biomedical, oil and gas services as well as renewable energy industries. Mr. Henning has served as a Chief Financial Officer and director for a number of TSXV and Canadian Securities Exchange-listed companies over the past several years. He was nominated by First Carbon to be appointed to the Company's board pursuant to the Definitive Agreement.
No "Control Person" has been created as a result of the Acquisition or the Private Placement, and the Acquisition is an "Arm's Length Transaction" as such terms are defined in Policy 1.1 of the Exchange. There were no finder's fees payable in connection with the Acquisition.
Early Warning Disclosure
As a result of the completion of the Acquisition and Private Placement and resulting issuances of Common Shares from treasury, Ranjeet Sundher's holdings have decreased, triggering the requirement to file an early warning report. As of November 8, 2021 (being the date of his last early warning report), Mr. Sundher held, directly and indirectly (including through 1323552 B.C. Ltd.), 13,455,974 Common Shares, representing approximately 65.42% of the issued and outstanding Common Shares. Following completion of the Acquisition and Private Placement, Mr. Sundher continues to hold 13,455,974 Common Shares (and no additional options, warrants or other securities convertible or exchangeable into Common Shares), which is now equal to approximately 33.31% of the issued and outstanding Common Shares, on the basis of there being 40,015,707 Common Shares outstanding as of the date hereof. In the future, Mr. Sundher may, from time to time, increase or decrease his direct and indirect ownership, control or direction over Common Shares or other securities of the Company through market transactions, private agreements, or otherwise, depending on market conditions and other relevant factors.
A copy of the early warning report filed by Mr. Sundher in connection may be obtained by contacting Mr. Sundher, at 403-537-0067, and will be available under the Company's profile on SEDAR at www.sedar.com.
Overview of First Carbon
First Carbon is a software infrastructure company operating in the tokenization vertical of the blockchain. First Carbon's primary asset, MintCarbon.io, is a web-based, software-as-a-service platform that facilitates the minting of carbon credits into non-fungible tokens. MintCarbon.io is currently completing testing in anticipation of the official launch of the platform in the near future.
DeepMarkit Corp. is a technology company focused on creating new tools and technologies to aid businesses in sales development and increasing profitability.
On behalf of:
Ranjeet Sundher, Interim CEO
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 news release.
Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the use of proceeds, and statements with respect to the business plans of DeepMarkit and First Carbon generally. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of DeepMarkit. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this press release are made as of the date of this press release and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.