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NEWSWIRE SERVICES./
VANCOUVER, BC, Sept. 11,
2023 /CNW/ - ECC Ventures 5 Corp. (the
"Company" or "ECC5") (TSXV: ECCV.P) further to its
news releases dated May 16, 2022 and
May 10, 2023, is pleased to provide
an update on its proposed qualifying transaction to acquire (the
"Acquisition"), through its subsidiary, 1360621 B.C. Ltd. ("Acquireco"), all the
issued and outstanding share capital of Shelfie-Tech Ltd.
("Shelfie"). The Acquisition will constitute a reverse
take-over and the Company's qualifying transaction under the
policies of the TSX Venture Exchange (the "Exchange").
Upon closing, ECC5 will change its name to Shelfie-Tech Ltd.
Shelfie is a private company incorporated on November 18, 2021 pursuant to the laws of
Israel. Shelfie's principal activities have been the
development of an artificial intelligence powered real time shelf
inventory analytics robotic platform. Shelfie's innovative solution
consists of a digital image capturing system and a centralized
management system that provides real-time visibility into the
retail shelf supply, pinpointing the exact products running low on
inventory, allowing for rapid remediation and an enhanced customer
experience.
For the year ended December 31,
2022 (unaudited), Shelfie had assets of US$351,887, liabilities of US$215,523, working capital of US$136,364, and additional paid in capital of
US$1,940,556. Shelfie has
completed a significant portion of its planned R&D, and expects
to fully commercialize its patent pending system before the end of
2023.
For more information regarding Shelfie, please visit its website
at www.shelfietech.com.
The parties have agreed to certain amendments to the terms of
the Acquisition pursuant to an amendment dated August 30, 2023 (the "Amendment
Agreement") to the definitive arrangement agreement (the
"Arrangement Agreement") previously announced by ECC5.
Pursuant to the amended terms, (i) ECC5 will, concurrently with the
closing of the Acquisition, complete a forward share split of its
common shares on a 1.375 to 1 basis (the "Forward Split"),
(ii) current shareholders of Shelfie will be issued an aggregate of
77,861,993 post-Forward Split common shares of ECC5 (the
"Resulting Issuer Shares"), prior to any additional Shelfie
common shares that may be issued in connection with the Shelfie
Financing (as described below), at a deemed price of $0.35 per share, in exchange for their shares of
Shelfie, and (iii) ECC5 and Shelfie will complete the Financing and
the Shelfie Financing, on amended terms, as described below.
Certain of the shares issued to Shelfie shareholders will be
subject to escrow and resale restrictions pursuant to the policies
of the Exchange. The terms of the Amendment Agreement are subject
to the approval of the shareholders of Shelfie and the Supreme
Court (British Columbia).
The Acquisition will be completed by way of a plan of
arrangement.
The Company will also issue 150,000 Resulting Issuer
Shares to an arm's length party, The Hayde Family Revocable Trust,
a trust controlled by William Hayde,
in connection with the Acquisition, at a deemed price of
$0.35 per share. Payment of the
finder's fee remains subject to Exchange acceptance.
Upon closing of the Acquisition, current securityholders of ECC5
will own 7,768,750 Resulting Issuer Shares, 2,750,000 of which will
be subject to escrow provisions pursuant to the policies of the
Exchange, 275,000 agents options exercisable at $0.07 Resulting Issuer Share until December 16, 2026, and 776,875 stock options
exercisable at $0.07 per Resulting
Issuer Share exercisable until one year from closing of the
Acquisition, subject to the provisions of the Company's stock
option plan.
As a condition to completing the Acquisition, the parties intend
to complete a non-brokered private placement financing (the
"Financing") of subscription receipts through Acquireco (the
"Subscription Receipts") through the issuance of up to
9,000,000 Subscription Receipts at a price of US$0.26 (CAD$0.35)
per Subscription Receipt for gross proceeds of up to US$2,340,000 (CAD$3,150,000).
The proceeds of the Financing will be held in escrow, pending
the Company receiving all applicable regulatory approvals, and
completing all matters and conditions relating to the Acquisition,
including the Forward Split. Immediately prior to the
completion of the Acquisition, on satisfaction of the escrow
conditions, each Subscription Receipt will automatically be
exchanged, for no further consideration and with no further action
on the part of the holder thereof, to acquire one common share of
Acquireco. Each Acquireco common share issuable on exercise
of the Subscription Receipts will be exchanged for one Resulting
Issuer Share in connection with the Acquisition. In the event
that the Acquisition is not completed, each Subscription Receipt
will be cancelled, and the subscription funds will be returned to
the subscribers.
Also, Shelfie intends to complete a non-brokered
private placement of common shares of Shelfie (the "Shelfie
Financing") to raise up to US$2,990,000 (CAD$4,025,000), through the issuance of up to
11,500,000 Shelfie common shares at a price of US$0.26 (CAD$0.35)
per Shelfie common share. Shelfie common shares issued in
connection with the Shelfie Financing will be exchanged for
Resulting Issuer Shares on a one for one basis, upon closing of the
Acquisition, and these will be in addition to the 77,861,993
Resulting Issuer Shares to be issued to current Shelfie
shareholders upon closing of the Acquisition.
The Company may pay up to an 8% cash commission in connection
with the Financing and the Shelfie Financing. Once released
from escrow, the Resulting Issuer will use the proceeds of the
Financing together with the proceeds from the Shelfie Financing for
commercialization of the technology platform, and for general
working capital purposes.
Board of Directors and Management Changes
On completion of the Acquisition, the Company's Board of
Directors and management team will be reconstituted to include
three directors and management comprised of individuals listed
below from the current Shelfie team.
Bentsur Joseph, CEO, Chairman and Director
Bentsur Joseph is a serial entrepreneur with vast experience
establishing successful companies and expanding them into new
markets and industries. Among other roles, he has served as
Chairman of the international Elad Hotels chain, Director of MARLAZ
Holdings, with a portfolio of publicly traded industrial, real
estate, communications, and hi-tech companies, and as CEO of DIG
Ltd., which produces, and markets electric components sold
throughout Israel. With several
patents to his name, Bentsur Joseph is also currently the CEO and a
director of A2Z Smart Technologies Corp. (TSXV: A2Z, NASDAQ: AZ), a
leading vendor of advanced retail technologies.
Alan Rootenberg, CFO and
Corporate Secretary
Alan Rootenberg is a chartered
professional accountant who has served as the Chief Financial
Officer of a number of publicly traded companies listed on the TSX,
TSX Venture Exchange, OTCBB and CSE. These companies include
mineral exploration, mining, technology and cannabis companies. Mr.
Rootenberg has a Bachelor of Commerce degree from the University of
the Witwatersrand in Johannesburg, South
Africa and received his CPA designation in Ontario, Canada.
Gadi Graus – President
Mr. Graus has 30 years experience advising multinational
corporations on legal, business and related aspects of their,
corporate, business and M&A activities. Prior to joining
Shelfie as President, Mr. Graus was a senior partner at Shibolet
& Co., one of Israel's largest
law firms.
Gadi Levin, Director
Gadi Levin serves as a director
and CFO of various publicly listed companies in the US and
Canada. He has over 15 years of
experience working with public US, Canadian and
multi-jurisdictional public companies. Previously, Mr. Levin also
served as the Vice President of Finance and Chief Financial Officer
for two Israeli investment firms specializing in private equity,
hedge funds and real estate. Mr. Levin began his CPA career at the
accounting firm Arthur Andersen, where he worked for nine years,
specializing in U.S. listed companies involved in IPOs. Mr. Levin
has a Bachelor of Commerce degree in Accounting and Information
Systems from the University of the Cape
Town, South Africa in 1993, and a post graduate diploma in
Accounting from the University of South
Africa in 1995. He received his Chartered Accountant
designation in South Africa in
1998 and has an MBA from Bar Ilan
University in Israel.
Daniel Bloch, Director
Daniel Bloch has a been an
attorney licensed in Canada since
1998. He currently is the owner of Bloch Legal, a firm that
specializes in Canadian listed company corporate legal and
strategic advisory. Mr. Bloch has a Bachelor of Business
Administration from York University
(Toronto, Ontario, Canada) and law
degree (LLB) from the University of
Victoria (Victoria, British
Columbia, Canada.
A copy of the Amendment Agreement will be filed and will be
accessible under ECC5's profile on SEDAR (www.sedarplus.com), and
in connection with the Acquisition and pursuant to the requirements
of the Exchange, ECC5 will also file on SEDAR a filing statement
which will contain details regarding the Acquisition, ECC5, Shelfie
and the Resulting Issuer.
The Acquisition is not a Non-Arm's Length Qualifying Transaction
under the policies of the Exchange and therefore is not expected to
require approval of ECC5's shareholders. ECC5 has applied for
and received a waiver from sponsorship of the qualifying
transaction from the Exchange.
Completion of the Acquisition is subject to a number of
conditions, including Exchange acceptance, and completion of the
Financing and the Shelfie Financing. Trading of ECC5's common
shares will remain halted pending further filings with the
Exchange.
On Behalf of the Board of Directors of ECC
Ventures 5 Corp.
Doug McFaul
Director
Completion of the Acquisition is subject to a number of
conditions, including, among others, Exchange acceptance and if
applicable pursuant to TSXV Requirements, majority of the minority
shareholder approval. Where applicable, the Acquisition cannot
close until the required approvals are obtained. There can be no
assurance that the Acquisition will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
disclosure document to be prepared in connection with the
Acquisition, any information released or received with respect to
the Qualifying Transaction, or the Acquisition may not be accurate
or complete and should not be relied upon. Trading in the
securities of ECC5 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Acquisition and has neither approved nor disapproved the contents
of this news release.
Neither 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 release.
Forward-Looking Statements
Statements included in this announcement, including
statements concerning our and Shelfie's plans, intentions, and
expectations, which are not historical in nature are intended to
be, and are hereby identified as, "forward‐looking statements".
Forward-looking statements include, among other matters, the terms
and timing of the Acquisition and the Financing and Shelfie
Financing, the growth plans of Shelfie and statements concerning
the Company following the Acquisition, including the composition of
the Company's board of directors and management team.
Forward‐looking statements may be, but are not always, identified
by words including "anticipates", "believes", "intends",
"estimates", "expects" and similar expressions. The Company
cautions readers that forward‐looking statements, including without
limitation those relating to the Company's and Shelfie's future
operations and business prospects, are subject to certain risks and
uncertainties (including risks that the Acquisition does not
proceed, or proceed on the expected terms, geopolitical risk,
regulatory, Covid-19 and exchange rate risk) that could cause
actual results to differ materially from those indicated in the
forward‐looking statements. There can be no assurance that any
forward-looking statement will prove to be accurate or that
management's assumptions underlying such statements, including
assumptions concerning the Acquisition or future developments,
circumstances or results will materialize. The forward-looking
statements included in this news release are made as of the date of
this new release and the Company does not undertake to update or
revise any forward-looking information included herein, except in
accordance with applicable securities laws.
SOURCE ECC Ventures 5 Corp.