Prodigy announces closing of acquisition of FICANEX Technology
TORONTO, July 30, 2021 /CNW/ - Prodigy Ventures Inc. (TSXV: PGV) ("Prodigy" or the "Company") is pleased to announce that today it has completed the previously announced acquisition of FICANEX Technology Limited Partnership ("FICANEX Technology"), a Fintech platform business, for a purchase price of $4,000,000 (the "Transaction") (see press release dated July 12, 2021).
Pursuant to the terms of the unit purchase agreement whereby a wholly-owned subsidiary of Prodigy has acquired all of the outstanding units of Ficanex Technology, on closing the Company has issued the vendors an aggregate of 26,666,667 units ("Prodigy Units") in the capital of Prodigy. Each Prodigy Unit consists of one common share of the Company (a "Common Share") and 0.15 of a Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $0.25 for a period of 2 years from the closing of the Transaction, provided that if, at any time prior to the date that is 2 years from the closing date, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange, or other principal exchange on which the Common Shares are listed, is greater than $0.35 for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 45 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The Vendor receiving the greatest number of Prodigy Units in connection with the completion of the Transaction, Ficanex Services Limited Partnership, has the ability to nominate one director to the Prodigy board of directors that is acceptable to the Prodigy board. Tom Beckerman, the Company's Chief Executive Officer, has agreed to vote all common shares over which he has voting control (approximately 64.8% of the outstanding common shares) in favour of such nominee. This agreement will remain in effect for a period of 24 months, unless terminated earlier in accordance with the terms of the agreement.
The Transaction is arm's length and no finder's fees were paid in respect of the Transaction.
In connection with the Transaction, the Company's Chief Executive Officer, Tom Beckerman has filed an early warning report under the Company's profile on www.sedar.com as summarized below. This press release is being disseminated as required by National Instrument 62-103, The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the filing of an early warning report.
Tom Beckerman of 82 Kilbarry Road, Toronto, Ontario M5P 1K7 owns 78,774,816 common shares in the capital of the Company (directly and through his RRSP). In addition, Mr. Beckerman controls an additional 14,202,274 common shares pursuant to a voting trust agreement entered into with certain shareholders (who are together referred to herein as "Voting Trust Shareholders"). As a result of Prodigy Units issued in connection with the Transaction described above, the percentage of common shares of the Company owned or controlled by Mr. Beckerman decreased from 79.7% to 64.8% as calculated in accordance with National Instrument 62-104 Take-Over Bids and Insider Bids ("NI 62-104"). In Mr. Beckerman's most recently filed early warning report he owned or controlled 80.7% of the common shares and the resulting 15.9% reduction (which is the result of a combination of previous decreases of shares subject to voting trust agreements and increases to the number of issued and outstanding common shares) has resulted in the requirement to file this report.
Immediately before the transaction that triggered the requirement to file the report, Mr. Beckerman owned or controlled a total of 92,977,090 common shares representing 79.7% of the issued and outstanding common shares as calculated in accordance with NI 62-104. Immediately following the transaction that triggered the requirement to file the report, Mr. Beckerman owned or controlled a total of 92,977,090 common shares representing 64.8% of the issued and outstanding common shares as calculated in accordance with NI 62-104.
Neither Mr. Beckerman, nor to the knowledge of Mr. Beckerman, any applicable Voting Trust Shareholders, have a present intention to acquire or dispose of additional securities. Such intention may change depending on various factors including, without limitation, the Company's financial position, the price levels of the common shares of the Company, conditions in the securities markets and general economic and industry conditions, the Company's business or financial condition, and other factors and conditions Mr. Beckerman and/or the Voting Trust Shareholders deem appropriate, Mr. Beckerman and/or the Voting Trust Shareholders may acquire or dispose of additional securities in the future but have no current plans or future intentions to do so. The Voting Trust Shareholders may dispose of their shares at any time without the approval of Mr. Beckerman.
About Prodigy Ventures Inc.
Prodigy delivers Fintech innovation. The Company provides leading edge platforms, including IDVerifact™ for digital identity, and new Fintech platforms for open banking and payments. Our services business, Prodigy Labs™, integrates and customizes our platforms for unique enterprise customer requirements, and provides technology services for digital identity, payments, open banking and digital transformation. Digital transformation services include strategy, architecture, design, project management, agile development, quality engineering and staff augmentation. Prodigy has been recognized as one of Canada's fastest growing companies with multiple awards: Deloitte's Fast 50 Canada and Fast 500 North America (2016, 2017, 2018), Branham 300 (2017, 2018), Growth List (2018, 2019 and 2020), and Canada's Top Growing Companies (2019 and 2020).
For more information on Prodigy Ventures visit https://prodigy.ventures
About FICANEX Technology
FICANEX Technology empowers financial services providers to accelerate innovation by providing next-generation digital services in support of financial institutions across Canada, allowing them to effectively compete in the digital era. FICANEX Technology has its roots in collaboration and developed and supports the tunl. Fintech integration marketplace and open banking platform. Today, FICANEX Technology is well known for its tunl.chat solution and its innovative roadmap that focuses on operational efficiency and delivering an improved customer experience for financial institutions of all sizes across Canada.
For more information on FICANEX Technology visithttps://ficanex.technology
Forward-Looking and Cautionary Statements
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Forward looking statements in this press release include statements regarding the anticipated benefits of the Transaction. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company's Management's Discussion and Analysis for the three months ended March 31, 2021, a copy of which is filed on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Prodigy Ventures Inc.
PRODIGY VENTURES INC., Andrew Hilton, Chief Financial Officer, [email protected], 416-606-8833
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