(Montreal, January 15, 2021) GOLO Mobile Inc., business as Usewalter (WLTR.V) (“Usewalter” or “the Company”), is pleased to announce that it has completed today its previously announced non‐brokered private placement (the “Private Placement”) of 45,833,331 common shares of the Company (“Common Shares”) at a price of C$0.09 per Common Share to certain insiders and related parties of the Company, resulting in gross proceeds of C$4.125 million.
With the closing of this financing, Usewalter has secured financial flexibility to continue executing its core business strategy of providing a SaaS‐based smart building technology solution for property managers and residents in high‐density urban environments. The Company intends to use the proceeds of the Private Placement to fund general working capital requirements and for general corporate purposes, with a specific focus on continuing product development, aggressively expanding geographically across North America and enhancing revenue in 2021 and beyond. Usewalter represents the first SaaS solution to integrate seamlessly with existing building applications provided by other prop‐tech software providers. The Company plans to leverage its property management client base and existing relationships to aid in new client and partner acquisitions given increased market demand stemming from the COVID‐19 pandemic.
“Securing this working capital to further advance development and pursue our aggressive marketing efforts through 2021 is a key milestone to help build on our Usewalter app, a (residential and commercial) smart building technology solution,” said Peter Mazoff, President and Chief Executive Officer of Usewalter. “We are very pleased with the support from our strong and aligned capital providers and excited about the opportunity for Usewalter to become recognized as the app that no one can live without to manage their home and workplace.”
The securities issued pursuant to the Private Placement are subject to a four‐month trade restriction which will expire May 16, 2021.
For additional information about the Private Placement (including, without limitation, the related party transaction disclosure required by Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions), please see the Company’s press release dated January 11, 2021, which is available at www.sedar.com.
Early Warning Disclosure Pursuant to National Instrument 62‐103
In connection with the Private Placement, Paysafe UK GOLO Holdco Limited (“UK Holdco”) and James McRoberts acquired ownership, control or direction over Common Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to completion of the Private Placement, UK Holdco had ownership of, or exercised control or direction over, 73,529,411 Common Shares (representing approximately 46.9% of the issued and outstanding Common Shares on a non‐diluted basis and 34.39% on a fully‐diluted basis). In connection with the Private Placement, UK Holdco acquired 27,777,777 Common Shares for aggregate consideration of C$2,500,000. Following completion of the Private Placement, UK Holdco has ownership of, or exercises control or direction over, 101,307,188 Common Shares (representing approximately 50.01% of the issued and outstanding Common Shares on a non‐diluted basis and 39.02% on a fully‐diluted basis). Certain of the securities of the Company held by UK Holdco are subject to escrow restrictions as more particularly described in the Company’s Management Information Circular dated May 24, 2019.
Prior to completion of the Private Placement, James McRoberts had ownership of, or exercised control or direction over, 30,304,980 Common Shares (representing approximately 19.3% of the issued and outstanding Common Shares on a non‐diluted basis) and warrants to acquire 25,505,695 Common Shares (representing approximately 26.1% of the issued and outstanding Common Shares on a fully‐diluted basis). In connection with the Private Placement, James McRoberts acquired 4,166,666 Common Shares for aggregate consideration of C$375,000. Following completion of the Private Placement, James McRoberts has ownership of, or exercises control or direction over, 34,471,646 Common Shares (representing approximately 17.02% of the issued and outstanding Common Shares on a non‐diluted basis) and warrants to acquire 25,505,695 Common Shares (representing approximately 23.10% of the issued and outstanding Common Shares on a fully‐diluted basis). Certain of the securities of the Company held by James McRoberts are subject to escrow restrictions as more particularly described in the Company’s Management Information Circular dated May 24, 2019.
Each of UK Holdco and James McRoberts acquired the Common Shares for investment purposes and intend to evaluate their holdings on an ongoing basis. As a result, each of UK Holdco and James McRoberts may, in the future, depending on market and other conditions and subject to compliance with applicable securities laws and the terms of the escrow restrictions to which certain of the securities held by each of UK Holdco and James McRoberts are subject, acquire additional Common Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, the exercise of warrants, options, convertible securities or otherwise, or may sell all or some portion of the the Company’s securities they each own or control, or may continue to hold the Common Shares they each own or control. A copy of each of UK Holdco’s and James McRoberts’ early warning reports will appear on the Company’s profile at www.sedar.com and may also be obtained from Peter Mazoff, Chief Executive Officer, GOLO Mobile Inc., 1‐855‐465‐6515 or email@example.com.
Usewalter, Inc. (TSXV: WLTR) is a smart building technology SaaS solution for property managers and residents in high-density urban environments, delivered through its usewalter app. Designed as ‘the one app no one can live without’, usewalter enables efficient and cost-effective management of a building across the key areas of communication, commerce and delivery and IoT management within multi-residential and commercial properties. Usewalter is positioned to leverage its first-mover advantage to access new Canadian and U.S. markets, secure additional partners and further build revenue momentum. Learn more at www.usewalter.com.
Forward Looking Information
When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward‐looking statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward‐looking statements and information in this news release are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. The forward‐looking statements and information in this news release with respect to the Company include, without limitation: the use of proceeds from the Private Placement, the Company’s plans to acquire new clients and partners and UK Holdco’s and James McRoberts’ intentions to purchase or dispose of additional Common Shares.
With respect to the forward‐looking statements contained in this news release with respect to the Company, assumptions have been made regarding, among other things: the Private Placement; the Company’s ability to achieve, sustain or increase profitability, and fund its operations with existing capital and/or raise additional capital to fund operations; expansion into other geographical areas in North America; enhancing revenue; expenditures by the Company, merchants and customers in the Company’s network; continuing demand for the Company’s services and the pricing of such services; the ability of the Company to market its services successfully to existing and new merchants and customers; the economy and market conditions generally; competition in the mobile delivery industry; stability of the general regulatory environment in which the Company operates; and the absence of significant disruptions to the Company’s operations such as may result from harsh weather, natural disaster, accident, the ongoing COVID‐19 outbreak and its impact on the Company or other calamitous event.
By their nature, forward‐looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Such factors include, among others, the following risks: the Company expects to incur a number of costs associated with the Private Placement and such costs may exceed the Company’s expectations or there may be additional unanticipated costs; the ability of the Company to execute its business plan and expand into other geographical areas; the ability of the Company to enhance revenue; although the Company has expectations regarding the use of proceeds from the Private Placement, there may be circumstances where, for business reasons, a reallocation of funds may be necessary as may be determined at the Company’s discretion and there can be no assurance as to how those funds may be reallocated; and the other risk factors that are set forth under the heading “Risk Factors” in the Company’s Management Information Circular dated August 4, 2020, which is available on SEDAR at www.sedar.com.
The Company cautions that the foregoing lists of assumptions and risks are not exhaustive. When relying on the Company’s forward‐looking statements and information to make decisions, investors and others should carefully consider the foregoing assumptions and risks and other uncertainties and potential events. The forward‐looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward‐looking information and should not rely upon this information as of any other date. The Company does not undertake to publicly update or revise the forward‐looking information contained in this news release to reflect new events or circumstances, except as required pursuant to applicable laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
Cindy Gray, Investor Relations
5 Quarters Investor Relations, Inc.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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