Converge Expected to Begin Trading on the TSXV on or about November 13, 2018
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER and TORONTO, Nov. 8, 2018 /CNW/ - Converge Technology Solutions Corp. ("Converge") (formerly Norwick Capital Corp.) is pleased to announce the completion of the previously announced qualifying transaction (the "Transaction") under the policies of the TSX Venture Exchange (the "TSXV"). In connection with the Transaction, Converge acquired all of the issued and outstanding Class A common shares of Converge Technology Partners Inc. and Converge Technology Partners Inc. amalgamated with Norwick Acquisition Corp. (the "Amalgamation"). The amalgamated entity, named "Converge Technology Partners Inc.", is a wholly-owned subsidiary of Converge.
Immediately prior to the Amalgamation on November 6, 2018, Converge (named Norwick Capital Corp. at that time) completed a name change to "Converge Technology Solutions Corp." and consolidated its share capital on the basis of one post-consolidation common share of Converge ("Converge Share") for every 3.2 Converge shares existing immediately before the consolidation. Pursuant to the Amalgamation on November 7, 2018, each issued and outstanding Class A common share of Converge Technology Partners Inc. was exchanged for one Converge Share.
As previously announced, Converge Technology Partners Inc. completed a private placement of subscription receipts for aggregate gross proceeds $5.5 million (the "Concurrent Financing"). In connection with the completion of the Transaction, each subscription receipt was automatically exchanged for one Class A common share of Converge Technology Partners Inc. and the holders of Class A common shares of Converge Technology Partners Inc., including those investors in the Concurrent Financing, received one Converge Share in exchange for each outstanding Class A common share of Converge Technology Partners Inc.
Former shareholders of Converge Technology Partners Inc. received an aggregate of 74,355,034 Converge Shares. Upon completion of the Transaction, former shareholders of Converge Technology Partners Inc. hold approximately 98.25% of the outstanding Converge Shares. There are currently 75,683,159 Converge Shares outstanding after completion of the Transaction and Concurrent Financing. For additional information about Converge and the Transaction, please refer to the Filing Statement dated November 1, 2018 (the "Filing Statement"), which has been filed on Converge's profile on SEDAR (www.sedar.com).
The reconstituted Board of Directors of Converge comprises Shaun Maine, Gordon McMillan, Brian Philips and Nathan Chan.
The TSXV has conditionally approved the listing of the Converge Shares. Final acceptance by the TSXV is subject to Converge fulfilling certain customary conditions, including the filing of final documentation. The Converge Shares are expected to commence trading on the TSXV under the symbol "CTS" on or about November 13, 2018.
Pursuant to the terms of a value security escrow agreement dated November 7, 2018 among Converge, Computershare Investor Services Inc., as escrow agent, and certain securityholders of Converge, an aggregate of 20,450,000 Converge Shares have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the Transaction, with the balance to be released in six equal tranches of 15% every six months thereafter. In addition, 32,403,223 Converge Shares are subject to a hold period in accordance with the policies of TSXV, whereby 10% of such securities will be released upon closing of the Transaction, with the balance to be released in six equal tranches of 15% every six months thereafter.
Former management of Converge have sold and transferred within escrow an aggregate of 840,000 pre-consolidation shares of Converge to the new management of Converge at a price of $0.075 per pre-consolidation share of Converge in conjunction with closing of the Transaction.
Shaun Maine, Chief Executive Officer and a director of Converge beneficially owns or controls 11,450,000 Converge Shares representing an aggregate of approximately 15.13% of the outstanding Converge Shares (12.88% of the outstanding Converge Shares on a fully-diluted basis). Gordon McMillan, chairman of the board of directors of Converge, beneficially owns or controls 8,250,000 Converge Shares representing an aggregate of approximately 10.90% of the outstanding Converge Shares (9.29% of the outstanding Converge Shares on a fully-diluted basis). Early warning reports will be filed by Shaun Maine and Gordon McMillan in accordance with applicable securities laws. To obtain a copy of the early warning reports, please contact Mr. Maine or Mr. McMillan c/o Converge Technology Solutions Corp., Suite 2325, 161 Bay Street, Toronto, Ontario M5J 2S1, Telephone: (416) 360-1495.
Converge Technology Solutions Corp. represents the intersection of disruptive technologies and foundational infrastructure solutions and is building a platform of regionally focused Hybrid IT solution providers that deliver best-of-breed solutions and services to customers. These capabilities are enhanced by advanced expertise in multi-cloud solutions, blockchain, resiliency, and managed services, enabling Converge to address the business and IT issues that public and private-sector organizations face today. A complete description of Converge's business is contained in the Filing Statement.
This press release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation regarding Converge and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Except as required by law, Converge assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Neither the 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
SOURCE Converge Technology Solutions Corp.
For further information: Shaun Maine, Chief Executive Officer, Converge Technology Solutions Corp., (416) 360-1495