Montreal, Quebec–(Newsfile Corp. – September 15, 2021) – GOLO Mobile Inc. doing business as Usewalter (TSXV: WLTR) (“Usewalter” or the “Company”) is pleased to announce that, further to the press release issued on August 27, 2021, the Company has entered into a binding share purchase and sale agreement dated September 15, 2021 (the “Agreement“) with an arm’s length party, N. Harris Computer Corporation (the “Purchaser“) pursuant to which the Company has agreed to sell 100% of the issued and outstanding shares of GOLO Inc. and Walter Innovations Inc., two wholly owned subsidiaries of the Company (the “Subsidiaries“) which sale includes the Company’s software platform, customer relationships and the Usewalter brand (the “Transaction“).
Under the terms of the Agreement, the Purchaser will pay an aggregate cash purchase price of $500,000 for the Subsidiaries, subject to certain adjustments, and will assume the Company’s premises lease obligations of approximately $400,000.
Benefits of the Transaction
The Company has incurred significant operating losses and negative cash flow from operations since inception, and in the current environment, the Company does not believe that it has the ability to successfully market its SaaS-based smart building technology or raise the additional capital required to develop its business on acceptable terms. The Transaction is expected to provide the Company’s shareholders with greater value for the assets of the Company than would otherwise have been obtained in connection with the voluntary dissolution and winding up of the Company (the “Dissolution“) announced on August 10, 2021.
In the event that the Transaction is completed according to the terms of the Agreement, the Company will not have any active business operations or material assets other than cash. The Company expects to be delisted from the TSX Venture Exchange (the “TSXV“) and to proceed with the Dissolution following the completion of the Transaction. The Company intends to distribute the net proceeds of the Transaction and the Company’s remaining cash (after payment of Transaction costs, Dissolution costs and payment of all liabilities and obligations of the Company) to shareholders of Usewalter (“Shareholders“) in one or more installments. The Corporation will provide shareholders with further updates with respect to the proposed distributions upon completion of the Transaction.
Completion of the Transaction, Shareholder Meeting and Dissolution
The Transaction is subject to customary closing conditions for a transaction of this nature, including: (i) the receipt of resignations and releases from certain officers and directors of the Subsidiaries; (ii) minimum customer revenue billing; (iii) the receipt of the approval of the TSXV; and (iv) the approval of the Transaction by not less than 66 2/3% of votes cast by Shareholders in person or by proxy at a special meeting of shareholders (the “Meeting“). At the Meeting, Shareholders will also vote to approve the Dissolution and proposed delisting (the “Delisting“) of the Usewalter shares from the TSXV. The Dissolution must also be approved by not less than 66 2/3% of the votes cast by Shareholders in person or by proxy. In addition, approvals must be received by a majority of the votes cast by the Shareholders, excluding those votes cast by persons who are to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as adopted by Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV. Approval of the Delisting must be received by a majority of the votes cast by the Shareholders, excluding those votes cast by persons whose votes are to be excluded pursuant to Policy 2.9 – Trading Halts, Suspensions and Delisting of the TSXV. The Meeting will be held on October 19, 2021 in Montreal, and it is expected that the closing of the Transaction will occur shortly thereafter. The outside date under the Agreement to satisfy all conditions and close the Transaction is November 15, 2021.
Details of the Transaction and the Dissolution process will be set out in greater detail in the proxy materials, comprised of the notice of meeting, management information circular (the “Circular“) and instrument of proxy which will be mailed out on or about September 27, 2021. Shareholders of the Company are encouraged to read the Circular as well as the Agreement. Copies of the Circular and the Agreement will be available under the Company’s profile on SEDAR at www.sedar.com.
The board of directors of Usewalter (the “Board“) has unanimously determined that the Transaction is in the best interests of the Company and fair to Shareholders, and the Board recommends that the Shareholders vote in favour of the Transaction at the Meeting. Shareholders holding approximately 64.7% of the outstanding Usewalter shares have signed voting support agreements in support of the Transaction.
This news release may contain statements which constitute “forward-looking information” under applicable Canadian securities laws, including statements regarding plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities of the Company or with respect to the Agreement, the Transaction, the Dissolution, the likelihood that the Transaction will be consummated. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, the Subsidiaries or their management, may identify such forward-looking information. Investors are cautioned that any such forward-looking information is not a guarantee of future business activities and involves risks and uncertainties, and that the Company’s future business activities may differ materially from those in the forward-looking information as a result of various factors, including, but not limited to, fluctuations in market prices, risks relating to the terms of the Transaction, the inability of the parties to satisfy the conditions precedent set out Agreement, the ability of the Company to satisfy the Purchaser’s closing conditions, success of the operations of the Subsidiaries, continued availability of capital and financing, the ultimate liquidation, Dissolution and delisting of the Company and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this news release.
For Further Information:
Peter Mazoff, Chief Executive Officer
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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) is responsible for the adequacy or accuracy of this press release.
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