Brachium Capital and WeCommerce File Filing Statement, Receive Conditional Approval and Provide Brachium Meeting Update
Brachium Capital Corp.
8 min read
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Nov. 30, 2020 (GLOBE NEWSWIRE) -- Brachium Capital Corp. (“Brachium”) (TSXV: BRAC.P), a capital pool company, and WeCommerce Holdings Ltd. (“WeCommerce”) are pleased to announce that they have filed a filing statement dated November 30, 2020 (the “Filing Statement”) with the TSX Venture Exchange (the “Exchange”) for the previously announced proposed reverse take-over transaction, which is substantially described in Brachium’s press releases dated August 17, 2020, October 29, 2020 and November 26, 2020 (the “Qualifying Transaction”).
Brachium and WeCommerce are also pleased to announce that the Exchange has provided conditional approval for the Qualifying Transaction and the concurrent private placement, proposed name change and share consolidation and the listing of additional securities to be issued in connection with the Qualifying Transaction. Subject to fulfillment of all conditions to closing, the Qualifying Transaction is expected to close on or about December 9, 2020.
For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Brachium’s press releases dated August 17, 2020, October 29, 2020 and November 26, 2020 and the Filing Statement, all of which are available under Brachium’s SEDAR profile at www.sedar.com.
BRACHIUM SHAREHOLDERS MEETING
Brachium announces that with respect to its annual general and special meeting (the "Meeting") of shareholders ("Shareholders") scheduled to take place on Tuesday, December 8, 2020 in Vancouver, British Columbia, Brachium is encouraging Shareholders and proxyholders not to attend the Meeting in person, particularly if they are experiencing any COVID-19 symptoms. Despite this, any registered shareholder wishing to attend the Meeting must contact Andrea Lejay at Andrea.Lejay@nortonrosefulbright.com prior to 5:00 p.m. (Vancouver time) on Friday, December 4, 2020 to register to attend the Meeting and so that they may be informed of applicable safety protocols. Shareholders who do not register in advance, will not be permitted entrance to the Meeting. Further, there will be strict limitations on the number of persons permitted entry to the Meeting in order to ensure adherence to social distancing requirements.
In order to comply with the Orders of the British Columbia Provincial Health Officer currently in effect related to the COVID-19 pandemic, and in response to the additional directives of the Provincial and Federal governments and health authorities, the Meeting will not be open to the public. Access to the Meeting will be limited to essential personnel and registered Shareholders and proxyholders entitled to attend and vote at the Meeting. There will be strict limitations on the number of persons permitted entry to the Meeting in order to ensure adherence to social distancing requirements. It will also be mandatory for all persons in attendance at the Meeting to wear a face mask/covering.
In order to minimize group sizes and respect social distancing regulations, all Shareholders are urged to vote on the matters before the Meeting by proxy which can be submitted electronically, by mail, or by phone as further described in Brachium’s management information circular dated November6, 2020, by no later than 10:00 a.m. (Vancouver time) on Friday, December 4, 2020.
Given the current exceptional circumstances and the requirement to mitigate COVID-19 pandemic risks, there will be no management presentation at the Meeting, nor will there be a question and answer session with management. Shareholders with any questions are encouraged to contact Bryant Pike at bpike@westemedia.com.
Brachium thanks its valued Shareholders and apologizes for any inconvenience caused as a result of the precautionary safety measures taken in respect of the Meeting. As the situation regarding COVID-19 is rapidly evolving, Brachium reserves the right to implement additional precautionary measures related to the Meeting if deemed appropriate.
About WeCommerce Holdings Ltd.
WeCommerce was incorporated on November 27, 2019, under the Business Corporations Act (British Columbia) (the “BCBCA”) and, through its portfolio companies, has been operating in the Shopify eCommerce ecosystem since 2009. WeCommerce is not a reporting issuer in any province or territory of Canada. WeCommerce founders, Andrew Wilkinson and Chris Sparling, and a team of experienced executives have a proven track record of execution and creation of shareholder value, which consists of a family of companies and brands, including, Pixel Union, Out of the Sandbox, Yopify, SuppleApps, Rehash and Foursixty.
WeCommerce’s primary focus is to build, grow and acquire businesses that serve the ecommerce platform ecosystem, with a focus on the Shopify ecosystem. These businesses consist largely of Software as a Service, Digital Goods and Services businesses. Generally, these businesses build digital goods such as Apps and Themes and run Agencies that support merchants. WeCommerce is focused on acquiring businesses with growth potential, a sustainable competitive advantage and that are, or have the potential to become, a leader within their particular market. WeCommerce targets businesses within the Shopify ecosystem due to its confidence in the Shopify platform, the fragmented nature of the ecosystem and the attractive economics that the businesses generally exhibit. Given the WeCommerce’s management team’s experience in this ecosystem, they believe they can understand those economics better than most of its competitors.
About Brachium Capital Corp.
Brachium is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a Qualifying Transaction (as such term is defined under the policies of the Exchange). Brachium was incorporated on March 4, 2019 under the BCBCA and is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Class A common shares of Brachium are listed for trading on the Exchange. The Brachium Class A common shares were halted on August 14, 2020 in connection with the announcement of the Qualifying Transaction and remain halted as at the date hereof. Until completion of a Qualifying Transaction, Brachium will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Brachium and WeCommerce with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) expectations regarding whether the Qualifying Transaction will be consummated including whether the conditions to the consummation of the Qualifying Transaction will be satisfied; (b) the timing for completing the Qualifying Transaction, if at all, and the conditions to such transaction; and (c) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Brachium and WeCommerce’s respective 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. Although Brachium and WeCommerce believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the resulting issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to close the Qualifying Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Qualifying Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Qualifying Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Qualifying Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of Brachium and WeCommerce and general market conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Brachium and WeCommerce have 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 and such changes could be material. Brachium and WeCommerce do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Brachium should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
