Not for distribution to U.S. news wire services or for dissemination in the United States
TORONTO, May 31, 2021 (GLOBE NEWSWIRE) — Playmaker Capital Inc. (formerly capital pool company Apolo III Acquisition Corp.) (the “Corporation”) (TSXV: PMKR) is pleased to announce that, further to its comprehensive news release dated April 19, 2021, it has completed the acquisition (the “Qualifying Transaction”) of all of the issued and outstanding securities of Playmaker Capital Inc. (“Old Playmaker”) constituting its “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”)). Prior to the completion of the Qualifying Transaction, the Corporation effected a consolidation (the “Consolidation”) of its outstanding common shares (the “Common Shares”) on the basis of one post-Consolidation Common Share for every 4.54 pre-Consolidation Common Shares and changed its name from “Apolo III Acquisition Corp.” to “Playmaker Capital Inc.” (the “Name Change”).
The Qualifying Transaction was completed by way of a three-cornered amalgamation pursuant to which, among other things: (a) Old Playmaker amalgamated (the “First Amalgamation”) with 2830125 Ontario Inc. (“Apolo Subco”), an entity incorporated for the purposes of the First Amalgamation, pursuant to the provisions of the Business Corporations Act (Ontario) (“OBCA”); (b) all of the common shares of Old Playmaker (each, an “Old Playmaker Share”) outstanding immediately prior to the First Amalgamation were cancelled and, in consideration therefor, the holders thereof received post-Consolidation Common Shares of the Corporation (each, a “Resulting Issuer Share”) on the basis of one (1) Old Playmaker Share for one (1) Resulting Issuer Share (the “Exchange Ratio”); and (c) the entity resulting from the First Amalgamation subsequently amalgamated (the “Second Amalgamation”) with the Corporation under the OBCA. In connection with the completion of the Qualifying Transaction, the Resulting Issuer Shares will be listed on the Exchange under the ticker symbol “PMKR”. It is anticipated that trading of the Resulting Issuer Shares under the new ticker symbol will commence on or about June 3, 2021.
Immediately following completion of the Qualifying Transaction, Michael Galego, Vincent Gasparro and Ryan Roebuck resigned from their positions as officer and directors of the Corporation, as applicable, and the following individuals were appointed as the officers and directors of the Corporation:
- Jordan Gnat, Chief Executive Officer and Director
- John Albright, Director
- Jake Cassaday, Director
- Wayne Purboo, Director
- Sebastian Siseles, Director
- Mark Trachuk, Director
- Maryann Turcke, Director
- Michael Cooke, Chief Financial Officer
- Federico Grinberg, Executive Vice President
Immediately before the completion of the Qualifying Transaction and upon the satisfaction or waiver of certain escrow release conditions, each of the 48,000,000 subscription receipts (the “Subscription Receipts”) issued by Old Playmaker on March 31, 2021, pursuant to a concurrent brokered and non-brokered private placement (the “Subscription Receipt Financing”) completed by Old Playmaker led by Canaccord Genuity Corp., as lead agent, together with Echelon Wealth Partners Inc., Eight Capital, PI Financial Corp. and Scotia Capital Inc. (collectively, the “Underwriters”), were automatically converted, without payment of additional consideration or any further action by the holders thereof, into one Old Playmaker Share in accordance with their terms. In connection with the Subscription Receipt Financing, the Underwriters received commission comprised of $1,100,600 cash and an aggregate of 1,575,600 broker warrants (the “Broker Warrants”) of the Company, each Broker Warrant entitling the holder thereof to acquire one Resulting Issuer Share at a price of $0.50 per Resulting Issuer Share for a period of 18 months.
At the effective time of the First Amalgamation, among other things, outstanding Old Playmaker Shares (including those Old Playmaker Shares issued upon the automatic conversion of the Subscription Receipts) were exchanged for Resulting Issuer Shares on the basis of the Exchange Ratio.
No fractional Resulting Issuer Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-Consolidation Common Shares was otherwise entitled to a fraction of a Resulting Issuer Share, the number of Resulting Issuer Shares issuable to such holder was rounded down to the nearest whole number. Following the Second Amalgamation, there are 176,576,461 Resulting Issuer Shares outstanding, of which 174,684,461 Resulting Issuer Shares, representing approximately 98.9% of the currently issued and outstanding Resulting Issuer Shares, are held by the former Old Playmaker shareholders. An aggregate of 95,378,412 Resulting Issuer Shares will be subject to value escrow or Seed Share Resale Restrictions pursuant to Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions.
For further information regarding the Qualifying Transaction and the Corporation, please see the short form prospectus of Apolo III Acquisition Corp. dated May 21, 2021, which is available on SEDAR at www.sedar.com.
The Corporation is also pleased to announce that all matters submitted to shareholders for approval as set out in detail in the Corporation’s management information circular (“Circular”) dated April 26, 2021 were approved at the annual general and special meeting of the shareholders of the Corporation held on May 26, 2021 (the “Meeting”)
At the Meeting the following items were approved by the shareholders of the Corporation:
- re-appointing MNP LLP as auditors of the Corporation;
- electing the incumbent members of the board of directors, being Michael Galego, Vincent Gasparro and Ryan Roebuck to hold office until closing of the Qualifying Transaction;
- electing Jordan Gnat, John Albright, Jake Cassaday, Maryann Turcke, Mark Trachuk, Sebastian Siseles and Wayne Purboo as new directors of the Corporation, conditional upon and effective on the closing of the Qualifying Transaction, to hold office until the close of the next annual general meeting of the shareholders or until their successors are elected or appointed;
- re-approving the Corporation’s existing stock option plan and approving the Corporation’s new stock option plan effective upon closing of the Qualifying Transaction;
- amending the Corporation’s articles of incorporation to reflect the Consolidation; and
- adopting an advance notice by-law of the Corporation;
In addition to the above, disinterested shareholders of the Corporation voted in favour of the following resolutions proposed in the Circular, thereby implementing certain changes needed to transition to the Exchange Policy 2.4 – Capital Pool Companies, effective as at January 1, 2021 (“Exchange Policy 2.4”):
- authorizing the Corporation to make certain amendments to the Corporation’s escrow agreement; and
- removing the consequences associated with the Corporation not completing a Qualifying Transaction within 24 months of its listing date.
Further information regarding the resolutions passed at the Meeting can be found in the Circular, which is available on the Corporation’s profile on SEDAR at www.sedar.com.
The Corporation is also pleased to announce that it has retained Hybrid Financial Ltd. (“Hybrid”) to provide marketing services to the Corporation in order to heighten its market and brand awareness and to broaden the Corporation’s reach within the investment community. With offices and Toronto and Montreal, Hybrid is a sales and distribution company that uses a data-driven approach to actively connect issuers to the investment community across North America.
Hybrid has agreed to comply with all applicable securities laws and the policies of the Exchange in providing its services to the Corporation and has been engaged for an initial period of six months, beginning June 1, 2021 (the “Initial Term”), renewed automatically for successive six month periods thereafter, unless terminated by the Corporation. The Corporation will pay Hybrid a monthly fee of $15,000, plus applicable taxes, during the Initial Term. The appointment of Hybrid is subject to Exchange approval.
For further information, please contact:
Chief Executive Officer
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news 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 or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward Looking Information
This news 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 the Corporation.
Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding the commencement of trading of the Resulting Issuer Shares, the appointment of Hybrid, the business plans and expectations of the Corporation and expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Corporation including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect 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. Forward-looking information reflects management’s current beliefs and is based on information currently available to them and on assumptions they believe to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to receipt of final listing approval from the Exchange, together with the factors referenced in this news release and the long form prospectus of the Corporation dated May 21, 2021 (the “Prospectus”), including, but not limited to, those set forth in the Prospectus under the caption “Risk Factors”. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Corporation disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
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 the Corporation 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. The Corporation does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.