Vancouver, British Columbia, and Toronto, Ontario--(Newsfile Corp. - January 8, 2021) - Danavation Technologies Corp. (formerly Wolf's Den Capital Corp.) (the "Company") and Danavation Technologies Inc. ("Danavation") are pleased to announce the completion of the Company's previously announced reverse takeover transaction (the "Transaction") pursuant to which the Company acquired all of the issued and outstanding common shares of Danavation in exchange for shares of the Company, as further detailed below. The Company will now carry on the business of Danavation, a leading provider of micro e-paper displays in North America.
The Transaction
The Transaction was carried out in accordance with the terms and conditions of a share exchange agreement (the "Share Exchange Agreement") dated March 30, 2020, as amended, between the Company, Danavation and the shareholders of Danavation (the "Danavation Shareholders").
The Transaction was subject to a number of approvals, which were obtained, and conditions, which were met, prior to its implementation, including, but not limited to the following:
completion of the share consolidation of the Company (as hereinafter described);
the approval of the Transaction by the Danavation Shareholders, evidenced by the delivery of the Danavation shareholder consent agreements;
completion of the concurrent financing (as hereinafter described);
completion of certain non-brokered private placements by Danavation;
the election and appointment of certain directors and officers of the Company;
all conditions precedent set forth in the Share Exchange Agreement, having been satisfied or waived by the appropriate party; and
the receipt of all necessary corporate, regulatory and third-party approvals and compliance with all applicable regulatory requirements and conditions in connection with the Transaction.
Pursuant to the Share Exchange Agreement, the Company issued an aggregate of 94,141,662 common shares (the "Consideration Shares") of the Company to the former Danavation Shareholders, such that upon completion of the Transaction the former Danavation Shareholders hold approximately 94% of the total number of the issued and outstanding common shares in the capital of the Company.
The board of directors of the Company was reconstituted in conjunction with the completion of the Transaction such that it now consists of five (5) directors: John Ricci, Frank Borges, Michael Della Fortuna, Tom Loberto and Mark Di Vito. In addition, management of the Company was reconstituted such that it now consists of John Ricci, President and CEO, Rob Suttie as CFO, and Tom Loberto as Corporate Secretary.
Concurrent Financing
In connection with the Transaction, Danavation completed a private placement of subscription receipts (each a "Subscription Receipt") on December 10, 2020, led by Beacon Securities Limited and Echelon Wealth Partners Inc. (the "Co-Lead Agents") on behalf of a syndicate of agents including Haywood Securities Inc. (together with the Co-Lead Agents, the "Agents") pursuant to which Danavation issued an aggregate of 16,490,000 Subscription Receipts at a price of $0.25 per Subscription Receipt for gross proceeds of $4,122,500 (the "Offering").
The gross proceeds of the Offering less certain expenses of the Agents and other commissions (the "Escrowed Proceeds") were held in escrow on behalf of the subscribers for the Subscription Receipts by Computershare Trust Company of Canada (the "Escrow Agent"), pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") entered into on December 10, 2020 among Danavation, the Co-Lead Agents and the Escrow Agent. As part of the completion of the Transaction, Danavation and the Co-Agents delivered a joint notice to the Escrow Agent on January 8, 2021 confirming satisfaction of the applicable escrow release conditions, at which time each Subscription Receipt was automatically converted into one unit (a "Unit") of the Company, and the Escrowed Proceeds were released to Danavation. Each Unit is comprised of one common share of the Company (each, a "Unit Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable by the holder thereof for one common share of the Company (each, a "Warrant Share") until January 8, 2023 at an exercise price of $0.35 per Warrant Share, subject to adjustments in certain events.
The Company will use the net proceeds from the Offering for working capital purposes. The Unit Shares, the Warrants and the Consideration Shares are freely tradeable. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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.
Name Change and Consolidation
Prior to the completion of the Transaction, the Company changed its name from "Wolf's Den Capital Corp." to its current name, "Danavation Technologies Corp." in accordance with the provisions of the Business Corporations Act (British Columbia). Also prior to the completion of the Transaction, the Company consolidated its common shares on the basis of thirty (30) pre-consolidation common shares for one (1) post-consolidation common share.
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Danavation Technologies Corp.
Danavation Technologies Corp., a Canadian-based company, is the leading provider of micro e-paper displays in North America. Our Digital Smart Labels, powered by leading edge IoT M2M automation technology and proprietary software platform, enables retailers, grocers, healthcare providers, manufacturing, and logistics companies to automate labelling, price, product, and promotions in real-time. This solves real pain points such as high labor costs, data accuracy, and low productivity associated with traditional labor-intensive workflows. Our mission is to empower the adoption of smart retail, smart cities, industry 4.0, and advocate for environmental sustainability by significantly reducing paper use.
For further information please contact:
John Ricci, President and CEO
Phone: (647) 500-3603
Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, this news release contains forward-looking statements and information relating, the use of proceeds of the Offering, the future business of the Company, and other matters. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. The forward-looking statements in this press release include the information related to the use of proceeds of the Offering, the future business of the Company, and other matters. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to continue operations, the Company's ability to raise further capital, and the Company's ability to obtain regulatory and exchange approvals,. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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