Globalive Technology Provides Additional Disclosure With Respect to the Previously Announced Reverse Takeover Transaction
20 Janvier 2021 - 11:03PM
Globalive Technology Inc. (TSX-V: LIVE) (the
“
Company”), a technology company based in Toronto,
Ontario, provides the following supplemental disclosure to the
joint management information circular (the
“
Circular”) dated December 21, 2020 for the
special meetings of the shareholders of the Company (“
GTI
Shareholders”) and the shareholders of Yooma Corp.
(“
Yooma”), each to be held on January 25, 2021 to
consider the previously announced Arrangement. This news release
should be read in conjunction with the Circular as a whole.
Capitalized terms used and not otherwise defined in this news
release shall have the meanings given to such terms in the
Circular.
As disclosed in the Circular, pursuant to the Arrangement, GTI
Shareholders will receive common shares of the Resulting Issuer
(“Resulting Issuer Shares”) as well as non-voting
common shares (“SpinCo Shares”) of GT Holdings
Corp. (“SpinCo”). The SpinCo Shares will entitle
shareholders to their pro rata share of any net proceeds should any
of the Legacy Assets be sold or otherwise realized upon. SpinCo
will be a reporting issuer under applicable securities laws
following closing of the Arrangement, however, until SpinCo files
its audited financial statements and related MD&A for the
fiscal year ended December 30, 2020 on SEDAR, SpinCo’s shareholders
will not be permitted to sell, assign or transfer any SpinCo
Shares. This restriction is being imposed until the financial
statements and MD&A are filed to ensure that shareholders will
have the disclosure required to make informed decisions about
trading in the SpinCo Shares. SpinCo anticipates filing such
financial statements and MD&A by April 14, 2021. The Company
reminds shareholders that even when the restriction is lifted, the
SpinCo Shares will not be listed on any exchange. The Resulting
Issuer Shares are expected to be listed on the Canadian Securities
Exchange upon completion of the Arrangement and will not be subject
to any trading restriction.
About Globalive Technology Inc.Globalive
Technology is a next generation software company and venture
partner developing innovative solutions to disrupt traditional
industries by leveraging artificial intelligence and machine
learning technology stacks. Globalive Technology is controlled by
Globalive Capital Inc., which has founded and co-founded 12
businesses over the past 20 years with six successful exits ranging
from US$10M to US$1.3B. It has also made over 100
venture investments and has over 45 technology companies in its
portfolio. For more information,
visit www.globalivetech.com.
About Yooma Corp. Through its wholly-owned
subsidiary, EDA and EDA-owned entities based in China and Japan,
Yooma intends to leverage the success and experience of its senior
management to build Yooma’s business into one of Asia’s leading
cannabinoid (CBD) products social commerce companies through the
distribution and sale of CBD beauty and skincare products via a
strategically curated network of sales channels. Yooma has
assembled a strong international team of multicultural industry
professionals with extensive experience in digital marketing,
ecommerce and social media in the pan-Asian region with particular
depth in the Chinese ecommerce market.
For media inquiries:Rob MoyseyCommunications
Manager, GlobaliveMedia@globalivetech.com
For investor inquiries:Simon LockieChief
Corporate
Officer1-647-977-2727InvestorRelations@globalivetech.com
CAUTION REGARDING FORWARD-LOOKING
INFORMATIONThis news release contains forward-looking
statements relating to the completion of the proposed Arrangement,
the timing of the filing of SpinCo’s financial statements and
MD&A, the listing of the Resulting Issuer Shares and other
statements that are not historical facts. Such forward-looking
statements are often identified by terms such as “possible”, “if”,
“will”, “subject to”, “believes”, “expected”, “intends”,
“estimates”, “following”, “continuing to”, “anticipated” and
similar expressions. All statements, other than statements of
historical fact included in this release, including those noted
above, are forward-looking statements that involve risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's expectations include changes to Yooma
or the Company’s business focus, strategic plan or capital
requirements; changes in market, industry and regulatory conditions
for Yooma or the Company; unexpected operating gains or losses in
Yooma or the Company; a breakdown in the Company’s relationship
with Yooma; the inability to satisfy the conditions precedent to
complete the Arrangement; the inability to obtain the necessary
regulatory, shareholder and third-party approvals for the
Arrangement; competitors in the industry and other risks as set out
in the Company's Filing Statement available on its SEDAR page
at www.sedar.com.
The reader is cautioned that assumptions used in the preparation
of any forward-looking information may prove to be incorrect.
Events or circumstances may cause actual results to differ
materially from those predicted as a result of numerous known
and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Company. The Company cannot
guarantee that any of the forward-looking statements contained in
this press release will occur as disclosed herein or at all. The
reader is cautioned not to place undue reliance on any
forward-looking information.
Such information, although considered reasonable by management
at the time of preparation, may prove to be incorrect and
actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will only
update or revise publicly the included forward-looking statements
as expressly required by Canadian securities law.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities of the
Company, Yooma, or the Resulting Issuer in either Canada or the
United States. The securities of such entities have not been and
will not be registered under the United States Securities Act of
1933, as amended (the “US Securities Act”), or any
state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the US
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Globalive Technology
Globalive Technology (TSXV:LIVE)
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