Arkadia and Moduurn Enter Into Letter of Intent to Complete Qualifying Transaction
Not for Distribution to United States Newswire Services or for Dissemination in the United States
CALGARY, Alberta and VICTORIA, British Columbia, July 30, 2021 (GLOBE NEWSWIRE) — Arkadia Capital Corp. (“Arkadia“) (NEX:AKC.H) and Moduurn Mobility Inc. (“Moduurn“) are pleased to announce that they have entered into a non-binding letter of intent dated July 30, 2021 (the “Letter of Intent“), which outlines the terms under which Moduurn plans to complete a reverse take-over of Arkadia (the “Proposed Transaction“). Arkadia expects the Proposed Transaction to constitute its Qualifying Transaction, as that term is defined by the policies of TSX Venture Exchange Inc. (the “Exchange“).
In connection with the Proposed Transaction, Arkadia and Moduurn intend to issue a subsequent news release disclosing the information prescribed by the policies of the Exchange.
Moduurn was incorporated under the laws of the Province of British Columbia on September 1, 2016, and is a privately-held software-as-a-service company which has developed a commission-free, white-label digital ordering and delivery service that connects restaurant brands and corporate cafeterias to the on-demand world. Moduurn’s solution enables business operators to accept orders directly into the restaurant or corporate cafeteria, from a brand’s own website or app and social media platforms. Unlike competing solutions which take as much as 30% of the value of online sales, Moduurn provides a cost effective solution without the large up-front expense of developing custom applications, allowing hospitality, corporate cafeterias, and retail businesses to save money on operational costs, make money from take-out and delivery, and strengthen their brands.
Arkadia was incorporated under the laws of the Province of Alberta on July 18, 2011, and is a CPC, as that term is defined by the policies of the Exchange. It does not carry on any business other than the identification and evaluation of assets and businesses with a view to completing a Qualifying Transaction.
The Proposed Transaction consists of several steps. First, Arkadia will consolidate the outstanding Arkadia common shares on a 40:1 basis (the “Consolidation“). Second, Moduurn and a wholly-owned subsidiary of Arkadia will carry out a triangular amalgamation under the laws of the Province of British Columbia and continue as one corporation (the “Amalgamation“), which will be a wholly-owned subsidiary of Arkadia. Pursuant to the Amalgamation: (a) holders of the outstanding Moduurn common shares will exchange those Moduurn common shares for Arkadia common shares on a 1:1 basis; and (b) holders of outstanding options and warrants to purchase Moduurn common shares will exchange those options and warrants for options and warrants to purchase Arkadia common shares on a 1:1 basis. Third, Arkadia will change its name to “Moduurn Mobility Limited” or a similar name satisfactory to Moduurn (the “Name Change“).
Concurrently with the completion of the Proposed Transaction, Moduurn intends to close a private placement of up to 5,000,000 Moduurn common shares, at a purchase price of $1.00 per Moduurn share, for gross proceeds of up to $5,000,000 (the “Concurrent Offering“).
Conditions Precedent to Closing
The Proposed Transaction is subject to a number of significant conditions, including that: (a) the Alberta Securities Commission and British Columbia Securities Commission have revoked the cease trade orders against Arkadia more particularly described below; (b) the Exchange has conditionally accepted the Concurrent Offering and Proposed Transaction; (c) Moduurn has completed the Concurrent Offering; (d) holders of the Arkadia shares have approved the Consolidation and Name Change in accordance with corporate law; (e) holders of the Moduurn Shares have approved the Amalgamation in accordance with corporate law. The Proposed Transaction is not subject to shareholder approval under the policies of the Exchange.
Post-Closing Business of Resulting Issuer
Arkadia and Moduurn expect the resulting issuer (i.e., Arkadia after the completion of the Proposed Transaction) to be classified as a Tier 2 issuer in the “Technology” industry segment of the Exchange, and to carry on the current business of Moduurn.
Arm’s Length Negotiations
The Proposed Transaction does not constitute a Non-Arm’s Length Qualifying Transaction, as that term is defined in the policies of the Exchange.
Cease Trade Order
On January 4, 2019, the Alberta Securities Commission issued a cease trade order against Arkadia for failure to file annual audited financial statements, annual management’s discussion and analysis of operations, and certification of annual filings for the year ended August 31, 2018. The British Columbia Securities Commission issued a similar cease trade order a short time later. Arkadia cannot proceed with the Consolidation or Amalgamation unless the Alberta Securities Commission and British Columbia Securities Commission revoke the cease trade orders. There can be no assurance that they will grant revocations. If they do not grant revocations, then Arkadia will not be able to complete the Proposed Transaction.
In connection with the Proposed Transaction, Arkadia intends to apply for an exemption from the sponsorship requirements of the Exchange. There can be no assurance that the Exchange will grant the exemption. If the Exchange does not grant the exemption, then Arkadia must retain a sponsor of the Proposed Transaction in accordance with the policies of the Exchange.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the requirements of the Exchange, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a CPC should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its regulation services provider (as defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Information Disclaimer
This press release contains forward-looking information within the meaning of securities legislation. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “expects”, “intends”, “will”, “would”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information concerning the proposed terms, and the anticipated results, of the Proposed Transaction. The forward-looking information is based on certain key expectations and assumptions made by Arkadia and Moduurn, including expectations and assumptions concerning the ability of Arkadia and Moduurn to complete the Proposed Transaction. Although Arkadia and Moduurn believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because neither Arkadia nor Moduurn can give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. These risks and uncertainties, include, but are not limited to, the inability of Arkadia and Moduurn to satisfy the conditions precedent to the Proposed Transaction identified in this press release. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this press release, and to not use such forward-looking information for anything other than its intended purpose. Neither Arkadia nor Moduurn undertakes any obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.
For further information about Arkadia, please contact:
Chief Executive Officer
For further information about Moduurn, please contact:
Chief Executive Officer