- Givex and County Capital 2 (CTWO.P) announced that Givex has completed a brokered private placement and concurrent non-brokered private placement for proceeds of $22,000,000
- Givex issued a total of 22,000,000 subscription receipts at a price of $1.00 per receipt.
- Givex and CC2 are also pleased to announce that CCW has received conditional approval to graduate from the TSX Venture Exchange
- Upon completion of the final listing requirements, Givex’s shares will be delisted from the TSXV
- On September 7, CC2 entered into an agreement with Givex to acquire all of the issued and outstanding common shares of Givex
- Under the terms of the proposed transaction CC2 will take over Givex and list on the Toronto Stock Exchange under ticker symbol GIVX
- Givex is a fintech company that has developed and commercialized a cloud-based, omnichannel technology platform
- County Capital 2 Ltd. (CC2) brings together an elite group of industry leaders with a mandate to complete a series of managed capital pool companies
- County Capital 2 Ltd. (CTWO.P) opened trading at C$0.18 per share
Givex and County Capital 2 (CTWO.P) announced that Givex has completed private placement financing for proceeds of $22,000,000.
Givex issued a total of 22,000,000 subscription receipts at a price of $1.00 per receipt. The brokered offering was led by Research Capital Corporation, as lead agent and sole book-runner on behalf of a syndicate of agents, including Canaccord Genuity Corp. and Paradigm Capital Inc.
Don Gray, CEO and Founder of Givex commented on the successful offering.
“We are very pleased to have completed this financing, with strong investor response, to fund Givex’s ongoing acquisition strategy and working capital. This enables Givex to expand our business development and market opportunities on deploying the Givex platform to additional clients. I would like to thank County Capital 2 Ltd. and the existing shareholders of Givex Corporation who participated in this financing, along with the new investors who have supported this offering and the continuing growth of Givex.”
Givex and CC2 are also pleased to announce that they have received conditional approval for CC2 to graduate from the TSX Venture Exchange and to list the common shares on the Toronto Stock Exchange under ticker symbol GIVX upon completion of the proposed transaction.
Final approval of the listing is subject to Givex and the resulting issuer meeting certain customary conditions required by the TSX. CC2 will issue a press release once the TSX confirms the date when trading of the shares is expected to commence on the TSX. Upon completion of the final listing requirements, Givex’s shares will be delisted from the TSXV.
The offering was completed in connection with the proposed business combination among Givex, CC2 and a wholly-owned subsidiary of CC2. The proposed transaction, once complete, is expected to result in the reverse takeover of CC2 and will constitute CC2’s qualifying transaction.
Immediately prior to the closing of the proposed transaction, each subscription receipt will be converted into one unit of Givex.
Each unit will consist of one Class A ordinary share of Givex and one-half of one Class A ordinary share purchase warrant. Each warrant will entitle the holder to purchase one Class A ordinary share of Givex at an exercise price of $1.25 per share for a period of 24 months.
The net proceeds of the offering, are being held in escrow. Upon satisfaction or waiver of the release conditions, the escrowed funds together with any interest earned will be released to the resulting issuer, in accordance with the terms set out in the Subscription Receipt Agreement. If the escrow release conditions are not satisfied or waived within 120 days of closing the offering, the receipts will be cancelled and the escrowed funds together with any interest will be returned to subscribers. Upon completion of the proposed transaction, the escrowed funds will be used to further develop the business of the resulting issuer and for general working capital purposes.
The agents received a cash commission of $1,231,300 and an advisory fee in the amount of $132,300. Givex also granted the agents an aggregate of 132,300 advisory options and 1,231,300 compensation options. Each compensation option will be exercisable for one unit for a period of 24 months. Each compensation unit will consist of one Class A ordinary share of Givex and one-half of one Class A ordinary share purchase warrant of Givex.
Givex is a fintech company that has developed and commercialized a cloud-based, omnichannel technology platform, seamlessly integrating gift and loyalty programs, point of sale systems and flexible payment services to enterprise-level retail and hospitality merchants across the globe. With clients including some of the world’s largest brands, Givex’s platform is currently deployed in over 90,000 client locations across 70 countries.
County Capital 2 Ltd. (CC2) brings together an elite group of industry leaders with a mandate to create and complete a series of professionally managed capital pool companies.
County Capital 2 Ltd. (CTWO.P) opened trading at C$0.18 per share.
