Brachium Capital and WeCommerce Engage Canaccord Genuity Corp. and TD Securities Inc. for C$30,000,000 Private Placement Financing
Not for Distribution to United States Newswire Services or for Dissemination in the United StatesVANCOUVER, British Columbia, Oct. 29, 2020 (GLOBE NEWSWIRE) — Brachium Capital Corp. (“Brachium”) (TSXV: BRAC.P) and WeCommerce Holdings Ltd. (“WeCommerce”) are pleased to provide an update on their previously announced proposed qualifying transaction (the “Transaction”). In connection with the Transaction, WeCommerce intends to complete a brokered private placement financing (the “Offering”) of subscription receipts (the “Subscription Receipts”) of WeCommerce for gross proceeds of up to C$30,000,000. Each Subscription Receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions prior to the escrow release deadline, including all conditions precedent to the Transaction being satisfied, and without payment of additional consideration therefor, one common share of WeCommerce (a “WeCommerce Share”). Concurrent with the completion of the Transaction, each WeCommerce Share underlying the Subscription Receipts will be exchanged for common class A shares of Brachium in accordance with the terms of the Transaction. Canaccord Genuity Corp. and TD Securities Inc., together with a syndicate of agents (together, the “Agents”), are acting as agents in connection with the Offering on behalf of WeCommerce. The Agents have also been granted an option (the “Over-Allotment Option”), exercisable in whole or in part at any time prior to or for a period of thirty days from the closing of the Offering, to increase the size of the Offering by up to 15%.Upon completion of the Transaction, the proceeds of the Offering are anticipated to be used principally for potential acquisitions, corporate and general working capital purposes.For more information, please contact Bryant Pike, the Chief Executive Officer of Brachium or Evan Brown, the Chief Financial Officer of WeCommerce:Bryant Pike, Chief Executive Officer
604-838-0110Evan Brown, Chief Financial Officer
250-888-9424Cautionary Note Regarding Forward-Looking InformationThis 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 Transaction or the Offering will be consummated including whether the conditions to the consummation of the Transaction, the Offering or the conversion of the Subscription Receipts will be satisfied; (b) the timing for completing the Offering and the 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 Offering and to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the 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 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 to be 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.