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VANCOUVER – TheNewswire - November 14, 2024 – Fintechwerx International Software Services Inc. (CSE: WERX) (“FintechWerx” or the "Company") is pleased to announce that it, on November 14, 2024, it completed the acquisition of 1378871 BC Ltd. (“TargetCo”) pursuant to the terms of an amalgamation agreement (the “Amalgamation Agreement”) among SmartWerx Solutions Inc. (“SmartWerx”), its wholly-owned subsidiary, and TargetCo, dated October 30, 2024. Pursuant to the Amalgamation Agreement, the Company has acquired all of the outstanding securities of TargetCo (collectively, the “TargetCo Shares”) from the shareholders of TargetCo by way of a “three-cornered” amalgamation (the “Transaction”).
About TargetCo
TargetCo has developed a tool for the automated reconciliation of email money transfer records that is designed for businesses that rely on certain content management systems such as WordPress and WooCommerce (the “Technology”). The Technology is currently being licensed to SmartWerx pursuant to a license and services agreement dated January 20, 2023, as amended and restated on August 1, 2023 (the “EMT License Agreement”). Pursuant to the Amalgamation Agreement, the Company, SmartWerx and TargetCo agreed that any present and future obligations under the EMT License Agreement will be of no further force or effect as of the completion of the Transaction.
Summary of the Transaction
Pursuant to the terms of the Amalgamation Agreement, the Company acquired all of the issued and outstanding TargetCo Shares by way of a “three-cornered” amalgamation whereby SmartWerx and TargetCo amalgamated to form a new entity (“AmalCo”), a wholly-owned subsidiary of the Company upon closing of the Transaction (the “Closing”). At the effective time of the Closing, each of the outstanding TargetCo Shares were cancelled and, in consideration for such TargetCo Shares, the TargetCo shareholders received an aggregate of 20,000,000 units (each, a “Unit”), at a deemed price of $0.05 per Unit. Each Unit consists of one common share (each, a “Share”) in the capital of the Company, one-half of one warrant to purchase a Share at an exercise price of $0.10 per Share (the “$0.10 Half Warrants”), and one-half of one warrant to purchase a Share at an exercise price of $0.15 per Share (the “$0.15 Half Warrants” and together with the $0.10 Half Warrants, the “Warrants”). The Warrants are exercisable for a period of two years from the date of Closing.
Pursuant to Section 4.6(2) of Policy 6 of the Canadian Securities Exchange (the “CSE”), the Company was required to obtain shareholder approval (the “Shareholder Approval”) of more than 50% of its shareholders as the issuance of the Units was greater than 100% of the total number of Shares issued and outstanding prior to Closing. The Company obtained the Shareholder Approval by a written resolution signed by security holders of 54.12% of the Company’s securities having voting rights. The Shares, Warrants, and any Shares issuable upon the due exercise of the Warrants are subject to a hold period equal to the greater of: (i) four months and one day from the date of Closing, and (ii) 10 Trading Days (as such term is defined in the policies of the CSE) from the date a Form 52-104F4 Business Acquisition Report, with audited financial statements of TargetCo, is filed in connection with the Transaction. The Company will file a Form 52-104F4 Business Acquisition Report within 75 days from the date hereof.
Early Warning Disclosure
Upon Closing, Looking Glass Media Limited (“LGM”), a company wholly-owned by Francisco Carasquero, acquired, as consideration from the Company, 150,100 Units. When combined with the Shares held by Mr. Carasquero and Stanlark Ventures Inc. (“Stanlark”), a company wholly-owned by Mr. Carasquero (together, the “Group”), in aggregate, the Group now beneficially owns a total of 997,610 Shares representing 4.106% of the total issued and outstanding Shares on an undiluted basis and 4.34% on a partially diluted basis. Prior to Closing, the Group beneficially owned 847,510 Shares on an undiluted basis, representing 19.72% of the total issued and outstanding shares, and 907,510 Shares on a partially diluted basis, assuming full exercise of 60,000 warrants held by Stanlark, representing 20.83% of the total issued and outstanding Shares. The 60,000 warrants held by Stanlark are subject to a limitation on exercise whereby Stanlark cannot exercise the warrants if, after giving effect to such exercise, Stanlark or any of its affiliates would beneficially own in excess of 19.9% of the total issued and outstanding Shares. The aggregate value of the 150,100 Units issued to LGM is $7,505. The Units were acquired for investment purposes and in the future, additional securities of the Company may be acquired or disposed of by the Group as circumstances or market conditions may warrant. An early warning report will be filed by the Group with applicable Canadian securities regulatory authorities. To obtain a copy of the related early warning report, please contact LGM at 1-236- 246-6446 or [email protected] LGM’s head office is 315 – 1275 West 6th Avenue, Vancouver, BC, V6H 1A6.
About FintechWerx
FintechWerx is an e-commerce technology company. The Company provides onboarding, payments, identity verification and data services to independent sales organizations, small and medium-sized businesses. Additional information is available at www.sedarplus.ca or on the Company’s website at www.FintechWerx.com.
For more information, please contact:
Francisco Carasquero
FintechWerx International Software Solutions Inc.
Phone: 778-652-3669
Email: [email protected]
Website: www.FintechWerx.com
Twitter: www.twittter.com/fintechwerx
This press release contains forward-looking statements within the meaning of applicable Canadian securities legislation, which statements involve risks and uncertainties. Forward-looking statements generally relate to future events or FintechWerx’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern FintechWerx’s expectations, strategy, plans or intentions. Forward-looking statements contained in this press release include, but are not limited to, statements about: FintechWerx’s anticipated strategies and business plans; FintechWerx’s expectations regarding future growth and profitability; the timely filing of a Form 52-104F4 Business Acquisition Report; and the effects of organizational and operational changes. You should not rely upon forward-looking statements as predictions of future events. Although FintechWerx believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, FintechWerx can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, FintechWerx has applied several material assumptions, including without limitation, that market fundamentals will support the viability of the Technology, the availability of the financing required for FintechWerx to carry out its planned future activities, and the availability of and the ability to retain and attract qualified personnel.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause FintechWerx’s actual results, performance, or achievements to differ materially from those described in the forward-looking statements, including, among other things: FintechWerx’s ability to realize the anticipated benefits of changes to its operating model and organizational structure; the impact of macroeconomic uncertainties and market volatility; FintechWerx’s financial performance, including expectations regarding its results of operations and the assumptions underlying such expectations, and ability to achieve and sustain profitability; FintechWerx’s ability to attract and retain customers; FintechWerx’s ability to compete effectively in an intensely competitive market; FintechWerx’s ability to comply with modified or new industry standards, laws and regulations applying to its business, and increased costs associated with regulatory compliance; and FintechWerx’s ability to manage changes in network service provider fees and optimize its network service provider coverage and connectivity.
Forward-looking statements represent FintechWerx’s management’s beliefs and assumptions only as of the date such statements are made. FintechWerx undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.
The Canadian Securities Exchange nor the Canadian Investment Regulatory Organization has neither approved or disapproved of the contents of this press release.
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