/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Dec. 22, 2020 /CNW/ - Ruckify Inc.
("Ruckify") and Apolo III Acquisition Corp. ("Apolo")
(TSXV:AIII.P), a capital pool company pursuant to Policy 2.4 of the
TSX Venture Exchange (the "TSXV") Corporate Finance Manual
(the "Manual") are pleased to announce that Ruckify has
completed its previously announced private placement (the
"Offering") of common shares in the capital of Ruckify (the
"Common Shares"). Pursuant to the Offering, Ruckify issued
an aggregate of 1,729,114 Common Shares at a price of $4.00 (the "Issue Price") per Common Share
for gross proceeds of approximately $6.9
million, of which 799,493 Common Shares were sold pursuant
to a brokered portion of the Offering by Eight Capital and 929,621
Common Shares were sold on a non-brokered basis.
Ruckify and Apolo are also pleased to announce that they have
entered into a definitive amalgamation agreement, which outlines
the terms and conditions pursuant to which the parties will
complete the proposed business combination
transaction involving Ruckify and Apolo (the
"Transaction"). The Transaction will result in a reverse
take-over of Apolo by Ruckify and will constitute Apolo's
"Qualifying Transaction" (as such term is defined in Policy 2.4 of
the Manual). Pursuant to the Transaction, Ruckify and a
wholly-owned subsidiary of Apolo will amalgamate to form a new
amalgamated company, and upon such amalgamation, holders
of Common Shares will receive one post-consolidation
Apolo common share for each Common Share held.
Further to Ruckify and Apolo's joint press release dated
November 11, 2020, Ruckify and
Apolo are also pleased to announce that subject to applicable
shareholder and TSXV approval, it is currently anticipated that
Lorraine Mastersmith and Chris
Schnarr will join Bruce
Linton, Steve Cody and
Joseph Mimran as directors of Apolo
upon closing of the Transaction.
Lorraine Mastersmith - Director
Lorraine Mastersmith is a partner in Gowling WLG's Corporate
Commercial and Capital Markets Groups and is the Head of the
Business Law Department in Ottawa.
Her practice focuses largely on corporate and securities law, with
an emphasis on assisting emerging and established companies across
a variety of sectors with commercial agreements, mergers &
acquisitions and capital raising. Lorraine is the Ottawa lead for the firm's Technology Industry
Group and team lead for the Corporate Practice Group in the
Ottawa office. Over the course of
her career both as in house counsel and in private practice,
Lorraine has assisted clients in raising hundreds of millions of
dollars in financing from banks, angel investors, private equity
and venture capital firms. She has acted as lead counsel on a
number of listings of Capital Pool Companies and the completion of
Qualifying Transactions on the TSXV and subsequent financings.
Chris Schnarr -
Director
Chris Schnarr is an entrepreneur
with over 30 years of experience across a range of industries
including founding, managing, and advising growth companies with
respect to strategy, corporate finance, sales and marketing,
operations, corporate development, M&A, and governance, both in
the private and public realm. Mr. Schnarr's board member experience
spans 9 public and 3 private companies, including TSXV, Toronto
Stock Exchange, and New York Stock Exchange listed companies. Mr.
Schnarr has extensive board committee experience, including Board
Chair, Audit Chair, and Governance and Compensation Chair. He is
currently a director of Vitalhub Corp. (TSXV: VHI), Popreach
Corporation (TSXV:POPR), and Stormcrow Capital Corp. (TSXV:CROW.P).
His industry experience includes healthcare, software, technology,
communications, agriculture & food, NHP/OTC/CPG, and
pharma/biotech. Mr. Schnarr holds a B.B.A. from Wilfrid Laurier University, and an M.B.A. from the
University of British Columbia. He is a
graduate of the Director's Education Program at Rotman School of
Business and holds the ICD.D designation.
Other details of the Transaction are as disclosed in Ruckify and
Apolo's joint press release dated November
11, 2020.
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.
About Ruckify:
Founded in Ottawa, Canada, in 2017 Ruckify's peer-to-peer
rent anything marketplace provides a platform enabling Ruckify
users to monetize their assets while at the same time leverage the
sharing economy to rent items and minimize what they own, avoiding
investment in depreciating assets. With its industry-changing
technology Ruckify is poised to expand from test markets to lead
the way for peer-to-peer sharing in communities around the world.
Ruckify provides its users with the freedom to do what they want
when they want without the restrictions of time, storage, price or
availability. In doing so, Ruckify supports sustainability by
providing people the means to optimize the use of thousands of
items within their communities.
Cautionary Note Regarding Forward-Looking
Information
This press 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 Ruckify 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 the proposed Transaction
involving Apolo, including the anticipated directors of the
resulting issuer; and 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
Ruckify' 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
Ruckify believes 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 Transaction; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other conditions to the consummation of the
Transaction on the proposed terms and schedule; the potential
impact of the announcement or consummation of the Transaction on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; the re-rating potential
following the consummation of the Transaction; changes in general
economic, business and political conditions, including changes in
the financial markets; and the diversion of management time on the
Transaction. This forward-looking information may be affected by
risks and uncertainties in the business of
Ruckify 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 Ruckify has 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.
Ruckify does not intend, and does not assume any obligation, to
update this forward-looking information except as otherwise
required by applicable law.
Completion of the Transaction is subject to a number of
conditions, including but not limited to the TSXV acceptance and,
if applicable pursuant to TSXV requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
filing statement of Apolo to be prepared in connection with the
Transaction, any information released or received with respect to
the Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of Apolo should be
considered highly speculative.
The TSXV has in no way passed upon the merits of the
Transaction and has not approved or disapproved of the contents of
this news release.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Ruckify