Immutable Holdings Inc. (Formerly Bexar Ventures Inc.) Announces Completion of Business Combination, Conversion of Subscription Receipts and NEO Final Approval
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VANCOUVER, British Columbia, Sept. 24, 2021 (GLOBE NEWSWIRE) — Immutable Holdings Inc. (formerly Bexar Ventures Inc.) (the “Company” or “Immutable”) is pleased to announce that further to its news release dated August 4, 2021, the Company has completed the previously announced business combination (the “Transaction”) with Immutable Holdings Inc. (“Former Immutable”) and has received final approval to list the Subordinate Voting Shares (as defined below) on the NEO Exchange (the “Exchange”). The Transaction was undertaken pursuant to a business combination agreement (the “Business Combination Agreement”) dated August 4, 2021, among the Company, Former Immutable, 1309023 B.C. Ltd. (“Finco”), Bexar Ventures BC Subco Inc. (“BC Subco”) and Bexar Ventures Delaware Subco Inc. (“Delaware Subco”).
In connection with the Transaction, the Company has changed its name from “Bexar Ventures Inc.” to “Immutable Holdings Inc.” (the “Name Change”). Immediately prior to the closing of the Transaction, the Company consolidated its common shares (the “Bexar Shares”) on the basis of one post-consolidation Bexar Share for every 12.4346 pre-consolidation Bexar Shares (the “Consolidation”), and, immediately thereafter, amended its articles to (i) reclassify the Bexar Shares as subordinate voting shares (the “Subordinate Voting Shares”) and amend the terms of such shares, (ii) remove its existing class of preferred shares, and (iii) create a class of multiple voting shares (the “Multiple Voting Shares”). No fractional shares were issued.
Immediately prior to the closing of the Transaction, each subscription receipt in the capital of Finco (the “Subscription Receipts”) was converted into one Class A common share (each, a “Class A Finco Share”) or one Class B common share (each, a “Class B Finco Share”) of Finco, as applicable, pursuant to the terms and conditions of the Subscription Receipts and the subscription receipt agreement governing the Subscription Receipts. Following which, Bexar, Finco and BC Subco, a wholly-owned subsidiary of Bexar, completed a three-cornered amalgamation under the laws of the Province of British Columbia, pursuant to which Finco shareholders (including former holders of the Subscription Receipts) received one Subordinate Voting Share in exchange for each Class A Finco Share held or one Multiple Voting Share in exchange for each 1,000 Class B Finco Shares held, as applicable, and Finco and BC Subco amalgamated (the “Amalgamation”). Immediately following the Amalgamation, the resulting entity (“Amalco”) was wound-up and dissolved, pursuant to which all of the assets of Amalco were transferred to Immutable.
Concurrently with completion of the Amalgamation, Bexar, Former Immutable and Delaware Subco, a wholly-owned subsidiary of Bexar, completed a three-cornered merger (the “Merger”) under the laws of the State of Delaware pursuant to which Former Immutable and Delaware Subco merged, with Former Immutable continuing as the surviving corporation and a wholly-owned subsidiary of Immutable. As a result of the Merger, Bexar acquired all of the issued and outstanding common shares of Former Immutable (the “Immutable Shares”) in exchange for (i) Subordinate Voting Shares on the basis of approximately 80.9643 Subordinate Voting Shares for each Immutable Share and (ii) Multiple Voting Shares on the basis of approximately 0.0809643 of one Multiple Voting Share for each Immutable Share.
Upon the receipt by the Exchange of final listing approval, the Company will list 19,293,456 Subordinate Voting Shares on the Exchange, with such shares expected to begin trading on or about September 28, 2021 (the “Trading Resumption Date”) under the symbol “HOLD”. In addition, there are presently 72,920.083 Multiple Voting Shares (being 72,920,083 Subordinate Voting Shares on an “as-converted” basis), 375,461 compensation options, each exercisable for one Subordinate Voting Share, and 237,241 Subordinate Voting Share purchase warrants issued and outstanding. Assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares, there would be an aggregate of 92,213,539 Subordinate Voting Shares issued and outstanding.
Upon closing of the Transaction, the board of directors and management of Immutable were reconstituted as follows in place of the previous directors and officers of Immutable:
- Jordan Fried – Chief Executive Officer, Chairman and Director
- Steven Koscik – Interim Chief Financial Officer
- David Namdar – President
- Kyle Armour – Chief Operating Officer
- Gavin Mai – Head of Technology
- Roger Rai – Director
- Jeffrey Long – Director
- Alberto Franco – Director
- Happy Walters – Director
Biographical descriptions of each director and member of the senior management team of Immutable is included in the filing statement of Immutable dated September 24, 2021 (the “Filing Statement”).
In connection with the completion of the Transaction, BF Borgers CPA PC, at its principal office in Lakewood, Colorado, will replace Charleton and Company as the auditor of Immutable. In addition, the fiscal year end of Immutable will become the year end of Former Immutable which is December 31.
Trading in the common shares of the Company was halted by the Canadian Securities Exchange on April 14, 2021 following the announcement of the entering into of the Business Combination Agreement and trading of the Subordinate Voting Shares is expected to remain halted until the Trading Resumption Date. Effective as of the close immediately preceding the Trading Resumption Date, the Company’s common shares will be delisted from the Canadian Securities Exchange.
For further information with respect to the Transaction and the business of Immutable, please refer to the Filing Statement posted under the Company’s issuer profile on SEDAR at www.sedar.com.
Immutable is a blockchain holding company with a goal of delivering the value of digital assets to every person on earth. It was founded in 2020 on the belief that distributed ledger technology is here to stay. It represents a collection of new assets aimed at bringing the potential of this new market to yet more consumers and investors. In the coming years and decades, the company believes there to be multiple M&A opportunities as well as room to contribute to the blockchain ecosystem. Immutable aims to buy and build profitable blockchain businesses. The subordinate voting shares of Immutable are expected to begin trading on the Exchange under the symbol “HOLD” beginning on September 28, 2021.
For further information, please contact:
Immutable Holdings Inc.
Jordan Fried, Chairman and Chief Executive Officer
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often using phrases such as “expects”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases, or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: receipt of final listing approval from the Exchange and the commencement of trading of the Subordinate Voting Shares on the Exchange. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, the synergies expected from the Transaction not being realized; business integration risks; factors may occur which impede or prevent Immutable’ future business plans; and other factors beyond the control of Immutable. There can be no assurance that such statements 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 the forward-looking statements and information contained in this news release. Except as required by law, Immutable assume no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.