Vancouver, British Columbia--(Newsfile Corp. - December 10, 2024) - 1329310 B.C. Ltd. ("132BC" or the "Company") is pleased to announce that it has entered into an amalgamation agreement dated December 6, 2024 (the "Agreement") with Wisr AI Solutions Inc. ("WisrAI") and 1514910 B.C. Ltd., a wholly owned subsidiary of the Company ("132BC Sub"), pursuant to which the Company will acquire 100% of the common shares of WisrAI (the "WisrAI Shares") through the amalgamation of WisrAI with 132BC Sub (the "Proposed Transaction").
Summary of the Proposed Transaction
Under the terms of the Agreement, the common shares in the capital of 132BC (the "132BC Shares") will be consolidated on the basis of one post-consolidation 132BC Share for every 9.1584 pre-consolidation 132BC Shares (the "Consolidation") and each holder of WisrAI Shares (each, a "WisrAI Shareholder") will receive one post-Consolidation 132BC Share in exchange for each WisrAI Share.
Additionally, on the closing date of the Proposed Transaction (the "Closing Date"), outstanding WisrAI Share purchase warrants (the "WisrAI Warrants") will all cease to represent a right to acquire WisrAI Shares and will provide the right to acquire post-Consolidation 132BC Shares, all in accordance with the terms of the WisrAI Warrants.
Upon completion of the Proposed Transaction, WisrAI will operate as a wholly-owned subsidiary of 132BC, 132BC will change its name (the "Name Change") to WISR AI Systems Inc. (the "Resulting Issuer"), and the Resulting Issuer will continue the business of WisrAI. Upon completion of the Proposed Transaction, the outstanding shares of the Resulting Issuer will be held approximately 69.6% by existing shareholders of WisrAI, approximately 7.4% by existing shareholders of 132BC, and approximately 23.0% by investors in the Concurrent Financing (as defined below).
Concurrent Financing
In connection with the Proposed Transaction, WisrAI has completed a concurrent financing of 7,981,099 subscription receipts (the "Subscription Receipts") at a price of $0.15 per Subscription Receipt for total gross proceeds of $1,197,164.85, plus 3,495,475 units (the "Units") at a price of $0.15 per Unit for total gross proceeds of $524,325.25 (the "Concurrent Financing"). Each Unit consists of one WisrAI Share and one-half of one WisrAI Warrant, with each whole warrant exercisable into one WisrAI Share at a price of $0.25 per WisrAI Share for a period of 24 months. Each Subscription Receipt will, prior to the effective time of the Proposed Transaction, automatically convert into one Unit for no additional consideration upon the satisfaction of certain escrow release conditions. The WisrAI Shares and WisrAI Warrants issued upon conversion of the Subscription Receipts will be exchanged for post-consolidation 132BC Shares and warrants pursuant to the Proposed Transaction.
The net proceeds from the Concurrent Financing will be used to continue developing WisrAI's artificial intelligence platform, data ingestion system and proprietary AI models, and for working capital purposes.
In connection with the Concurrent Financing, WisrAI paid finder's fees of up to 8% of the gross proceeds of the Concurrent Financing and issued finder's warrants (the "Finder's Warrants") equal to up to 10% of the number of Subscription Receipts or Units issued under the Concurrent Financing, as the case may be. Each Finder's Warrant entitles the holder thereof to purchase one WisrAI Share at a price of $0.15 per WisrAI Share for a period of 24 months.
Significant Conditions to the Closing
Completion of the Proposed Transaction is subject to a number of conditions precedent under the Agreement, including, but not limited to: (i) the receipt of approval by a special majority of WisrAI Shareholders; (ii) the Proposed Transaction will have become effective on or prior to January 3, 2025; (iii) all other consents, orders and approvals, including regulatory approvals and orders will have been obtained from the requisite authorities; (iv) completion of the Consolidation and Name Change; and (vi) the completion of the Concurrent Financing for gross proceeds of at least $1,000,000, the latter of which has been satisfied as of the date of this news release. There is no assurance that the Proposed Transaction will be completed on the terms proposed above, or at all.
About WisrAI
WisrAI is privately-owned software development company, based in Vancouver, British Columbia, that is at the forefront of AI-driven risk assessment with its cutting-edge platform and proprietary models that harness global, custom, and enterprise data to accurately predict enterprise risk. By integrating a sophisticated data ingestion system and innovative Agent AI technology, WisrAI generates real-time, bespoke risk models and scores for enterprises and their vendor networks. This advanced capability ensures that organizations can efficiently meet the expanding demands of governance, risk, and compliance, securing a competitive advantage in managing enterprise risks effectively.
Changes to Board and Management
Upon closing of the Proposed Transaction, the directors and officers of 132BC will resign, and the board of directors of 132BC will be reconstituted to consist of five directors, four of whom will be nominated by WisrAI and one of whom will be nominated by 132BC. The Board of Directors and management of the Resulting Issuer is expected to include Robert Goehring (CEO and Director), Cameron Shippit (CFO and Corporate Secretary), Trumbull Fisher (Director), Charles Abel (Director) and Richard Paolone (Director).
Other Information relating to the Proposed Transaction
Additional information concerning the Proposed Transaction, 132BC, WisrAI and the Resulting Issuer will be provided in the non-offering prospectus to be filed by 132BC in connection with the Proposed Transaction at a later date and which will be available under 132BC's SEDAR+ profile at www.sedarplus.ca.
For further information, please contact:
Jen Thor
President and Chief Executive Officer
Tel: (416) 361-2820
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and WisrAI with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, (ii) the timing for closing and pricing of the Concurrent Financing, and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company and WisrAI's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and WisrAI believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward- looking information may be affected by risks and uncertainties in the business of the Company and WisrAI and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and WisrAI have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company and WisrAI do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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SOURCE: 1329310 B.C. Ltd.
