Voice Mobility Enters into Letter of Intent to Acquire MyCo Sciences LimitedWednesday, August 26, 2020
Victoria, BC, August 26, 2020--(T-Net)--Voice Mobility International, Inc. (TSXV:VMY.H) announced today that it has entered into a letter of intent outlining the general terms and conditions with respect to the acquisition by the Company of all the issued and outstanding share capital of Myco Sciences Limited.
The Company and MyCo are at arms-length, and the Acquisition of MyCo will constitute a reverse-takeover of the Company in accordance with the policies of the TSX Venture Exchange.
Assuming completion of the Acquisition, it is anticipated that the Company will be listed on the Exchange as a Tier 2 Technology Issuer.
MyCo has developed and patented a solubilised copper zinc ammonium complex that appears to kill pathogenic fungi in plants directly while also potentially triggering a plant's immune system to defend itself against further fungi attack.
In 2016 and 2017, the results of which were delivered in 2019 and 2020, MyCo, in collaboration with the research team at Exeter University, was granted two Industrial Partnership awards with the Research Council BBSRC in the United Kingdom worth over £1.67 million.
MyCo is currently in discussions with a major North American Research University to further research and develop its technology in the next two years with the end goal of commercialization applicable to the entire plant-based agricultural industry.
As of March 31, 2020, MyCo has spent £608,901 (approximately CAD$1,065,577) primarily on research and development and patent costs. MyCo has accounted £53,847 (approximately CAD$94,232) in net losses from April 1, 2019 to March 31, 2020. As at March 31, 2020, MyCo had net assets of £99,766 (approximately CAD$174,591), and total current liabilities of £6,857 (approximately CAD$12,000). These numbers are taken from MyCo's unaudited financial statements of March 31, 2020 as filed at Companies House in the UK.
MyCo was incorporated in the United Kingdom as a private limited company on May 27th, 2014.
Further financial information relating to MyCo will be released when available.
Terms of the Acquisition
MyCo is a privately held company existing under the laws of the United Kingdom. MyCo currently has 4,076 common shares ("MyCo Shares") issued and outstanding. Insiders of MyCo collectively control 70.34% of the outstanding MyCo Shares. Chris Wightman, Founder and Executive Chairman, and Stephen Chandler, an investor, control 1,260 (30.91%) and 1,097 (26.91%) of the outstanding MyCo Shares, respectively.
Under the terms of the Acquisition, the Company will complete a share consolidation on a twenty-four-for-one basis, and shareholders of MyCo will be issued post-Consolidation common shares of the Company (the "Consideration Shares") in exchange for MyCo Shares on a 3,557.4092 for 1 basis.
This will result in the issuance of 14,500,000 Consideration Shares based on the current capital structure of MyCo. Certain of the Consideration Shares will be subject to escrow pursuant to the policies of the Exchange, in addition to pooling restrictions that may be negotiated by the parties.
Following completion of the Acquisition, it is anticipated that the shareholders of MyCo will own a significant majority of the outstanding common shares of the Company. It is also anticipated that the Company will change its name in connection with completion of the Acquisition.
As a condition to completing the Acquisition, the parties intend to complete a non-brokered private placement financing (the "Financing") to raise up to US$4,500,000 through the issuance of up to 4,500,000 subscription receipts at US$1.00 per subscription receipt. The pricing of the Financing was determined in the context of the market.
The proceeds of the Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, completing the share consolidation described above and completing the Acquisition. Upon satisfaction of the escrow conditions, each subscription receipt will automatically convert into one post-Consolidation common share of the Company for no additional consideration. If the Acquisition is not completed on or before December 31, 2020, the Financing proceeds will be returned to the subscribers. Finder's fees may be payable to arm's length parties who introduce the Company to subscribers, in accordance with the policies of the Exchange.
In addition, MyCo will complete an additional share issuance (the "MyCo Financing") during the interim period pending closing of the Acquisition to raise capital necessary for transaction expenses and advancement of MyCo's business. These shares will also be exchanged for Consideration Shares in the same ratio as the existing MyCo Shares.
Upon Closing of the Acquisition and Financing, the resulting issuer will have 21,400,000 post consolidated common shares issued and outstanding.
Board of Directors and Management Changes
On completion of the proposed Acquisition, the Company's board of directors and management team will be reconstituted to consist of four directors determined by MyCo, including the individuals listed below. Information on additional board and management appointments, including the Chief Financial Officer and Corporate Secretary, will be disclosed when available.
Dave Arnold, CEO and Director
Mr. Arnold's career has been as a senior executive and venture entrepreneur with publicly listed and private companies operating in multiple technology sectors, principally serving international markets. He is currently founder and CEO of Vibrant Global Ventures Limited, a private company incorporated in Hong Kong with the aim of founding and building early stage technology companies. Dave began his career in 1983 with Burlington Northern Inc., a NYSE listed Fortune 100 transportation and energy resources company based in Seattle.
He worked on the USD $1.4 billion acquisition of NYSE listed El Paso Natural Gas Pipeline Company and USD $900 million merger with NYSE listed Southland Royalty Company, was promoted to Senior Corporate Planner, then to Vice President and Chief Financial Officer of BNI's telecommunications subsidiary, National Exchange Inc. In 1988 he joined Pacific Northern Inc., a private oil distribution company, as Vice President Finance, then became President and CEO and Director, expanding sales four-fold to USD $265 million in 65 countries, mainly to major shipping companies.
In 1995 Mr. Arnold joined Intermind Corporation, a private software company, as Chief Operating Officer, then became CEO and Director, raising equity capital and establishing an IP base of patents in internet privacy, completing commercial products for personalized information interchange with 170 corporate partners. In 1998 he joined N2H2 Inc., a NASDAQ listed software company as Chief Operating Officer after its IPO, negotiating international marketing partnerships and with the share price increasing 3.9 times during his tenure.
Dave joined eFund LLC, a venture capital company in 2000, first as Venture Partner, then became Managing Director, negotiating several multiplayer game company acquisitions in Asia for a portfolio company, Mforma Group Inc. He also served as its CFO and Director, and as President and GM, Asia, raising for Mforma USD $84 million equity at a USD $260 million pre-money valuation, resulting in a 4.1x venture fund ROI during his tenure. Mr. Arnold holds an undergraduate degree from Cornell University as a College Scholar, and MBA degree in general management from the Amos Tuck School of Business at Dartmouth College.
Chris Wightman, Director
Mr. Wightman was an investment banker with Goldman Sachs (Head of Risk, Europe), Bankers Trust (Equity Derivatives), NatWest Markets (Founder, CEO NatWest Financial Products) and BankAmerica (NationsBank Head of Global Equities). Subsequent to his Investment Banking career, Mr. Wightman became a serial entrepreneur focused on broad technology themes. Amongst other ongoing businesses, in 1997 he founded what became PuriCore, a business developing the chemistry behind the mammalian immune system (HOCl).
As Executive Chairman, he listed it on the full list of the London Stock Exchange in 2006. Work there included a successful UK grant programme investigation of the application for HOCl in agriculture, and the filing of a number of patents reflecting the novel formulations discovered. The team who led the studies (then) at Oxford University, now at Exeter University, requested that Chris consider the potential for a Copper/Zinc/Phosphite chemistry in 2014. The result is MyCo Sciences.
Michael Sapountzoglou, non-Executive Chairman
Mr. Sapountzoglou's principal career has been primarily in shipping corporate finance, direct private equity and capital markets. He is currently co-founder and CEO of Bluewater Acquisition Corp., a public company incorporated in Canada with the aim of raising capital for shipping investments. He began his career with the G.S Livanos shipping group, in Athens and subsequently in their Monaco family office focusing on trading and asset management.
In 1994 he joined the Angelopoulos Group at their family office in London and Athens where he held various senior positions in groups investments within the group until his departure in 2015. He led projects within the group's core investments including steel, shipping, yacht building - through the ownership of Oceanco and off- shore UDW rigs. As Finance Director for Metrostar Management Corp., he led the company's shipping financing strategy and business development. In the offshore drilling sector, he was director of Deepsea Metro, a joint venture with Odfjell Drilling Ltd.
Where he co-led the company's fundraising efforts, raising over $1.5 billion in the capital markets. He has held various non-executive directorships and following the Group's major investment in PuriCore, he was also a Director from 1999-2013 and chaired the Remuneration and Nomination committees. Mr. Sapountzoglou resides in Athens, was raised in Toronto, is a Canadian citizen and holds an Honors BA in Economics and International Finance from Wilfrid Laurier University in Canada.
Closing of the Acquisition
Closing of the Acquisition is subject to a number of conditions including the satisfactory completion of due diligence, the negotiation and entering into of definitive agreements, the completion of the Consolidation, the redomiciling of the Company's jurisdiction of incorporation from the State of Nevada to the Province of British Columbia, the completion of the Financing, receipt of all required shareholder, regulatory and third-party consents, including Exchange approval, and satisfaction of other customary closing conditions.
The Acquisition and Financing cannot close until the required approvals are obtained. There can be no assurance that the Acquisition and Financing will be completed as proposed or at all. Except in connection with the Financing, no finders' fees or commissions are payable in connection with completion of the Acquisition.
Approval of the shareholders of the Company will not be required in connection with the Acquisition, in accordance with Exchange Policy 5.2, as the Acquisition is not a related party transaction and no other circumstances exist which may compromise the independence of the Company or other interested parties. The Company is without active operations, is not subject to a cease trade order or trading suspension, and shareholder approval is not required for the Acquisition under applicable corporate or securities laws. The Company does intend to seek shareholder approval for the Consolidation, the redomiciling of its jurisdiction of incorporation and the reconstitution of its board of directors.
Sponsorship of the Acquisition is required by Exchange Policy 2.2, unless an exemption from the sponsorship requirement is available. The Company will be seeking a waiver of any requirement for a sponsor in connection with the Acquisition.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release. 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.
Completion of the Acquisition is subject to a number of conditions, including but not limited to Exchange acceptance and shareholder approval, if applicable. The Acquisition and Financing cannot be completed until such 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 filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Statements included in this announcement, including statements concerning our 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 may be 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 future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward - looking statements.
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