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Vancouver, British Columbia, Aug 29, 2018 (Newsfile Corp by means of COMTEX) -- Norwick Capital Corp. (NWK.P) ("Norwick") and Converge expertise partners Inc. ("Converge") are pleased to announce that Norwick, Converge and Norwick Acquisition Corp., a totally-owned subsidiary of Norwick, have entered into an acquisition contract (the "Acquisition contract"), dated August 28, 2018, pursuant to which Norwick will acquire all of the issued and remarkable class a standard shares of Converge (each and every, a "Converge Share") and Converge will amalgamate with Norwick Acquisition Corp. (the "Amalgamation"). The Amalgamation could be structured as a three-cornered amalgamation and, as a result, the amalgamated company ("Amalco") will become a totally-owned subsidiary of Norwick at the time of the completion of the Amalgamation.
in advance of the completion of the Amalgamation and field to relevant regulatory approval, Norwick will comprehensive a consolidation (the "Consolidation") of its incredible typical shares and, upon completion of the Amalgamation, Norwick will complete a name exchange (the "name trade") to "Converge technology options Corp." (the "resulting company"). Norwick is a capital pool business listed on the TSX mission trade (the "TSXV"). The Amalgamation will comprehensive the in the past introduced qualifying transaction of Norwick in line with the guidelines and guidelines of the TSXV (the "Qualifying Transaction").
Norwick has made an preliminary submitting submission to the TSXV regarding the Qualifying Transaction. A filing statement of Norwick containing further particulars with appreciate to the Qualifying Transaction (the "submitting commentary") will be organized and filed by Norwick on SEDAR at www.sedar.com upon acceptance via the TSXV.
Converge turned into included pursuant to the provisions of the company firms Act (Ontario) on November 29, 2016. the pinnacle office and registered workplace handle of Converge is found in Toronto, Ontario.
Converge's fundamental mission is to determine and purchase North American IT solutions providers ("ITSPs") which are locally focused, however undercapitalized and absence scale. most reliable ITSP ambitions have robust relationships with leading IT companies and distributors (IBM, Cisco, Dell EMC, Pure Storage, Microsoft, Amazon web capabilities, HP, and so on.) and a sub-scale managed features business that provides a base of habitual earnings. together with its subsidiaries, Converge is capable of assemble the combined business's Managed features capabilities into a single provider with a meaningful national footprint. Converge is additionally able to capitalize on the rapidly transforming into cloud computing spending via its cloud solutions agencies.
Led by a professional management crew that has extensive acquisition and administration adventure in both the private and public markets, Converge's goal is to become one of the crucial greatest independent ITSPs platforms in North the usa. Converge's aggressive business mannequin, blue chip client base, and vast service offering positions it smartly to capitalize on a lot of boom opportunities and extra raise its profitability.
up to now, Converge has obtained 5 businesses in North america (4 ITSPs and one utility developer). This has allowed Converge to instantly consolidate revenue capabilities, expand geographic presence from coast to coast, and facilitate community integration and statistics centre capabilities. Converge obtained its first business, Corus community, LLC, in October 2017, adopted via Northern Micro Inc. in November 2017, which helped to diversify Converge's customer combine and expand into the executive and training sector. In January 2018, Converge bought Becker-Carroll, proposing Converge with capabilities to build enterprise blockchain options for customers. Most recently, Converge got Key counsel methods, Inc. and BlueChipTek, Inc. which improved statistics centre capabilities and accelerated Converge's footprint.
a complete description of Converge's business might be contained in the submitting remark.
summary fiscal counsel for Converge
the following tables set forth selected audited consolidated monetary advice for Converge as at December 31, 2017 and for the year ended December 31, 2017, in addition to selected unaudited condensed meantime financial tips for Converge as at March 31, 2018, and for the three-month duration ended March 31, 2018.Three-Months Ended March 31, 2018 12 months Ended December 31, 2017 Statements of operations and complete loss (in 000's of Canadian bucks) profits 119,785 fifty two,788 charge of income one zero one,261 forty two,136 Gross income 18,524 10,652 promoting, standard and administrative prices 13,329 10,859 Depreciation and amortization 990 783 operating revenue (loss) four,205 (990) Finance cost, net 1,248 1,144 exchange in reasonable cost of contingent consideration three,013 1,472 Transaction charges — acquisitions - 315 different expenses/(salary) (78) 109 Loss before profits taxes 22 (4,030) profits tax expense/(healing) 1,490 (111) net loss (1,468) (three,919) complete different complete loss (forty seven) 24 finished loss (1,515) (3,943) internet loss per share - primary and diluted (0.03) (0.21) Weighted average number of shares excellent - basic and diluted (in 000's) 56,259 18,895 (in 000's of Canadian greenbacks) Three months ended March 31, 2018 year ended December 31, 2017 net finished loss as mentioned (1,515) (3,943) Add: Finance price 1,248 1,144 income tax fee [recovery] 1,490 (111) Depreciation and amortization 990 783 EBITDA(1) 2,213 (2,127) Add: change in fair price of contingent consideration 3,013 1,472 change loss on translation of foreign operations forty seven 315 Transaction charge — acquisition 23 24 Adjusted EBITDA(1) 5,296 (316)
1. EBITDA is constituted of net salary (loss) earlier than finance rate, income tax expense (restoration), depreciation and amortization. Adjusted EBITDA is constituted of EBITDA before alternate in reasonable cost of contingent consideration, change translation gain or loss on overseas operations and acquisition transaction cost.
*Please consult with "Non-IFRS Measures" belowAs at March 31, 2018 As at December 31, 2017 Statements of fiscal position (in 000's of Canadian greenbacks) property total latest belongings 121,881 sixty seven,086 Property and device, net three,386 three,187 Intangible assets, net 23,693 24,027 Goodwill 15,304 14,550 164,264 108,850 Liabilities complete present liabilities 152,052 100,654 other financial liabilities 6,770 5,127 Debentures 3,084 three,007 Deferred tax legal responsibility three,660 3,751 Finance hire payable 396 525 165,962 113,064 Shareholders' fairness (deficiency) average shares three,425 1 Warrants 607 - overseas change translation reserve (seventy one) (24) Deficit (5,659) (four,191) (1,698) (4,214) 164,264 108,850
about the Qualifying Transaction and Concurrent Financing
automatically just before the Amalgamation, and subject to regulatory approval, Norwick will consolidate its share capital on the foundation of 1 put up-consolidation typical share of Norwick for every three.2 commonplace shares of Norwick latest automatically before the consolidation (the "Consolidation").
Shareholders of Converge will be asked to approve the Amalgamation at a special assembly of Converge shareholders to be held on or about September 21, 2018. The foregoing approval is required ahead of the completion of the Qualifying Transaction.
In connection with the Qualifying Transaction, Converge achieved a top of the line efforts deepest placement of subscription receipts ("Converge Subscription Receipts") at a value of $0.eighty (the "subject expense") per Converge Subscription Receipt (the "Concurrent Financing") for combination gross proceeds of $5,535,004.80. An mixture of two,667,000 Converge Subscription Receipts had been bought pursuant to the brokered element of the Concurrent Financing lead via Paradigm Capital Inc. on behalf of a syndicate of agents that included Haywood Securities Inc., Hampton Securities restricted and Echelon Wealth companions Inc. (mutually the "agents"). An further four,251,756 Converge Subscription Receipts had been bought on a non-brokered foundation.
As consideration for the capabilities of the agents in reference to the Concurrent Financing, Converge agreed to pay the agents an combination cash payment equal to 7% of the gross proceeds of the brokered component of the Concurrent Financing (the "commission"), and issued compensation alternate options (the "Converge Compensation alternatives") entitling the agents to subscribe for that number of standard shares of the ensuing issuer (the "resulting provider Shares"), as is the same as 7% of the whole variety of Converge Subscription Receipts offered pursuant to the brokered element of the Concurrent Financing. each Converge Compensation alternative is exercisable for one Converge Share (if exercised before the Amalgamation) or one resulting issuer Share (if exercised following the Amalgamation) for a length of two years following the date of record at an activity expense equal to the concern fee.
The web proceeds from the Concurrent Financing (which is an quantity equal to the gross proceeds less the commission and costs of the brokers pursuant to the Concurrent Financing) can be used basically for working capital and time-honored corporate purposes.
The gross proceeds of the Concurrent Financing, much less the costs of the agents pursuant to the Concurrent Financing, in conjunction with all interest and other salary earned thereon (the "Escrowed funds") are being held in escrow with the aid of the Computershare trust company of Canada (the "Escrow Agent") pending pride of certain escrow release situations (the "Escrow unencumber situations"). provided that the Escrow liberate conditions are convinced on or just before November 28, 2018 (the "Escrow unlock time limit"), the Escrowed money will be released from escrow by means of the Escrow Agent to: (a) the agents, an amount equal to 100% of the fee; and (b) Converge, an amount equal to the Escrowed money much less the foregoing deductions.
If the Escrow unencumber situations haven't been convinced on or in advance of the Escrow unlock cut-off date, the Escrowed cash will probably be used via Converge to repurchase the Converge Subscription Receipts for cancellation at a repayment cost per Converge Subscription Receipt equal to the problem fee. To the extent that the Escrowed cash aren't ample to purchase the entire Converge Subscription Receipts on the subject price, Converge will contribute such quantities as are crucial to cover any shortfall.
in addition, Converge supplied an incentive to holders of warrants of Converge to exercise their warrants at a price of $0.50 per warrant, supplied such warrants had been exercised in July 2018. consequently, 3,331,000 warrants have been exercised and Converge obtained gross proceeds of $1,665,500.
beneath the terms of the Acquisition agreement, amongst other issues, on the positive date of the Amalgamation:
each marvelous Converge Share should be exchanged for one ensuing company Share;
each and every extraordinary general share of Norwick Subco will be exchanged for one totally paid and non-assessable share of Amalco;
all issued and brilliant alternatives of Norwick shall immediately expire on the date which is 12 months following the useful date of the Amalgamation;
all issued and fantastic Converge Share purchase warrants and Converge Compensation alternatives shall stay surprising and exercisable into ensuing issuer Shares in keeping with their terms; and
all issued and magnificent Norwick average share buy warrants and Norwick alternatives shall stay superb and exercisable into resulting company Shares in accordance with their phrases.
Pursuant to the Acquisition settlement, on account of the Amalgamation (and assuming no undertaking of any convertible securities of Converge or Norwick), about seventy four,355,034 resulting company Shares may be issued in alternate for the Converge Shares (including the Converge Shares issued to holders of the Converge Subscription Receipts). Amalco could be a unconditionally-owned subsidiary of the resulting issuer and referred to as "Converge expertise partners Inc." and the ensuing provider will stick with it Converge's enterprise. The closing of the Qualifying Transaction is conditional upon, among other issues, receipt of conditional acclaim for the record of the ensuing company Shares on the TSXV or the Toronto stock trade.
Proposed management and Board of directors and Insiders of the ensuing issuer
The board of administrators of the ensuing company may be produced from 4 administrators. subject to approval of the TSXV, it is planned that the administrators and govt officers of the resulting company will include here:
Shaun Maine — Director, President and Chief govt Officer
Mr. Maine is the President and Chief govt Officer of Converge. earlier than Converge, Mr. Maine became the manager working Officer of Pivot expertise solutions ("Pivot"), a U$1.5 billion income cost-delivered reseller listed on the Toronto stock exchange, and was a part of the founding community that received and built-in 5 cost-brought resellers. In 2015 and 2016, Mr. Maine ran ProSys suggestions methods, Pivot's biggest working subsidiary, which grew to virtually $800 million in profits. Mr. Maine was an early Java pioneer and has huge experience within the application trade. Mr. Maine has an Electrical Engineering diploma and a computer Science degree from Queen's university.
Gordon McMillan — Proposed Director (Proposed Chairman of the Board of directors)
Mr. McMillan has been an entrepreneur in the Canadian fiscal features trade for the reason that 1994. He become the co-founder and Chief government Officer of Triax Capital agency and Skylon Capital supplier, both of which have been sold to gigantic industry consolidators. Mr. McMillan has served on the boards of numerous corporations and publicly listed investment funds. Mr. McMillan turned into additionally a co-founder of Pivot and served on the Pivot board of administrators from February 2013 unless June 2016. at the moment, Mr. McMillan serves as a director of movement Capital Corp. and Quisitive expertise options Inc., each of that are listed on the TSXV. Mr. McMillan holds a Bachelor of laws diploma from Queen's school in Kingston, Ontario and is a non-working towards member of the legislation Society of upper Canada.
Brian Philips — Proposed Director
Brian Phillips had a 30 year profession within the Canadian fiscal functions industry, the ultimate 19 of which, except his retirement in 2011, as a companion at Phillips, Hager & North funding administration ("PHN"), which changed into bought by way of RBC in 2008. in advance of PHN he was a vice president with a number of security buyers, including Pemberton Securities, until acquired by way of RBC Dominion Securities in 1989. Mr. Phillips holds an MBA from the Ivey school of company.
Mary Anne Palangio — Chief financial Officer
Ms. Palangio, CPA, CA, CFA became the manager economic Officer of LOGiQ Asset management Inc. until June 2018. Ms. Palangio served because the Chief financial Officer on the Ontario Pension Plan Administration organization in 2016, the place she was answerable for strategic financial planning and evaluation, economic reporting, internal controls management, and linked company service services. In 2015 she served as Senior Vice-President of world Head of Operations and data administration for the investment Division and earlier than that Senior-vice president and Chief counsel Officer for neighborhood functions at Manulife fiscal. Ms. Palangio holds licensed Public Accountant designation, Chartered Accountant designation because 1989 and Chartered monetary Analyst designation due to the fact 1998. She is also a Chartered knowledgeable Accountant. She received a BA in Commerce and Economics from the school of Toronto.
Don Cuthbertson — Chief operating Officer
Mr. Cuthbertson is the manager working Officer and EVP Blockchain at Converge. ahead of Converge, Don turned into Chief information Officer at Pivot and led the diligence group on acquisitions and implementation of the a hundred day plan. formerly, Mr. Cuthbertson was Chief govt Officer at IntelligentWorks, a custom utility building company that was based mostly in Ottawa. Mr. Cuthbertson has a level in Chemical Engineering from Queen's university in Kingston, Ontario.
Cory Reid — Chief counsel Officer
Mr. Reid is the executive assistance Officer at Converge. He has global tasks for offering oversight and normal put up acquisition integration of the obtained organizations. This integration comprises communication, synergies, know-how, sales operations and again workplace. the combination effects are crucial to carry overall steadiness, conversation and increase to Converge.
ahead of becoming a member of Converge, Mr. Reid served for seven years as Chief counsel Officer of Pivot and became the chairman of Pivot Europe. Mr. Reid has more than 25 years of experience in both the application and infrastructure sides of the know-how sector in addition to income and warehouse operations. He has served in many gigantic and small enterprise management positions at Oracle, AT&T, and numerous startups. He has been engaged with many exact European telephony businesses, banking organizations and hardware producers over the route of his career. Mr. Reid holds a BSc desktop Science from the Technical institution of Nova Scotia, now a part of Dalhousie college.
Mr. Reid has spent a significant period of time over the past decade delivering compliance for groups, specifically focused around records and assistance security.
it's expected that, moreover the administrators listed above, an additional director might be appointed to the board of directors of the ensuing provider.
Arm's size Qualifying Transaction
The Qualifying Transaction is an arm's length transaction as none of the directors, officers or insiders of Norwick own any hobby in Converge.
Sponsorship and buying and selling
Norwick has applied to the TSXV for an exemption from or waiver of the sponsorship necessities in connection with the Qualifying Transaction. There is no assurance that such exemption or waiver may be granted. If such exemption or waiver isn't granted, it should be vital to interact a sponsor for the Qualifying Transaction. buying and selling of the usual shares of Norwick might be halted as a minimum until the reception, to the satisfaction of the TSXV and according to its relevant policies, of the documents indispensable to renew buying and selling. an additional information unlock should be issued when the trading of the standard shares of Norwick is to renew.
The closing of the Qualifying Transaction is anticipated to take place as soon as achievable after the receipt of all required shareholder and regulatory approvals and is area to a few conditions, together with however not restricted to, acceptance and regulatory approval by means of the TSX challenge alternate and shareholders of Converge approving, among other issues, the Amalgamation. There can also be no assurance that the Qualifying Transaction may be accomplished as proposed or at all.
Norwick will supply additional details in appreciate of the Qualifying Transaction in due path by way of press release. All assistance contained during this press unlock with recognize to Converge and Norwick changed into provided via the events respectively, for inclusion herein, without unbiased evaluate with the aid of the different birthday party, and each birthday celebration and its directors and officers have relied on the different birthday celebration for any tips concerning the other birthday celebration. buyers are counseled that, apart from as disclosed in the filing observation organized in connection with the Qualifying Transaction, any information launched or acquired with appreciate to the Qualifying Transaction might also not be accurate or finished and may now not be relied upon. buying and selling within the securities of a capital pool company should still be regarded tremendously speculative. The TSX challenge change has on no account handed upon the merits of the proposed transaction and has neither permitted nor disapproved the contents of this press unencumber.
For further counsel:
Richard A. GrahamPresident, Chief govt Officer, and Chief fiscal OfficerNorwick Capital Corp.(604) 689-1428
Shaun MaineChief government OfficerConverge expertise companions Inc.(416) 360-1495
This press unlock makes reference to definite non-IFRS measures. EBITDA and Adjusted EBITDA as described above, are measures that are not recognized measures under IFRS, don't have a standardized meaning prescribed by means of IFRS and are therefore unlikely to be corresponding to identical measures introduced by means of different organizations. fairly, these measures are offered as more information to complement IFRS measures through providing additional realizing of Converge's outcomes of operations from administration's perspective. hence, they may still now not be considered in isolation nor as an alternative choice to evaluation of Converge's economic suggestions suggested below IFRS. Converge makes use of non-IFRS measures to provide investors with supplemental measures of its working efficiency and thus spotlight tendencies in its core company that may additionally not otherwise be apparent when relying solely on IFRS financial measures. Converge additionally believes that securities analysts, traders and other fascinated parties generally use non-IFRS measures in the evaluation of issuers. Converge's administration additionally makes use of non-IFRS measures so as to facilitate working performance comparisons from period to period, prepare annual working budgets and assess Converge's potential to fulfill its future debt provider, capital expenditure and dealing capital necessities. management makes use of EBITDA and Adjusted EBITDA as a measure of Converge's performance.
This press unencumber contains definite "ahead-looking guidance" and "ahead-searching statements" (mutually, "ahead-searching statements") in the which means of relevant Canadian securities legislations related to Norwick, Converge, and their respective businesses. All statements, aside from statements of historic reality, are forward-looking statements and are based on expectations, estimates and projections as on the date of this press unlock. Any commentary that comprises discussions with respect to predictions, expectations, beliefs, plans, projections, aims, assumptions, future activities or efficiency (frequently but no longer always the usage of phrases reminiscent of "expects", or "does not expect", "is anticipated" "anticipates" or "does not expect", "plans", "price range", "scheduled", "forecasts". "estimates", "believes" or intends" or adaptations of such phrases and phrases or pointing out that definite moves, hobbies or outcomes "can also" or "might, "would", "could" or "will" be taken to happen or be carried out) are not statements of ancient truth and can be ahead-looking statements. during this press unlock, ahead-searching statements relate, among different issues, to: the completion of the Qualifying Transaction; the enterprise of Converge; the Consolidation; shareholder, director and regulatory approvals; and future press releases and disclosure. forward-searching statements are always primarily based upon a few estimates and assumptions that, while regarded least expensive, are subject to frequent and unknown risks, uncertainties, and other elements which could cause the precise outcomes and future hobbies to vary materially from these expressed or implied via such forward-looking statements. Such elements consist of, however aren't confined to: everyday enterprise, economic, competitive, political and social uncertainties; and the lengthen or failure to get hold of shareholder, director or regulatory approvals. There can be no assurance that such statements will show to be correct, as precise consequences and future hobbies might range materially from those predicted in such statements. as a result, readers may still now not place undue reliance on the ahead-searching statements and information contained in this press release. apart from as required with the aid of legislation, Norwick and Converge assume no responsibility to update the forward-searching statements of beliefs, opinions, projections, or other factors, should they change, apart from as required with the aid of law.
Completion of the transaction is subject to a few circumstances, together with however not confined to, TSXV acceptance and if relevant pursuant to TSXV alternate requirements, majority of the minority shareholder approval. where relevant, the transaction can not close unless the mandatory shareholder approval is got. There may also be no assurance that the transaction should be achieved as proposed or in any respect.
investors are cautioned that, apart from as disclosed in the filing remark to be prepared in reference to the Qualifying Transaction, any counsel launched or received with respect to the transaction may also not be accurate or finished and may not be relied upon. buying and selling in the securities of a capital pool business should still be regarded totally speculative.
The TSXV has in no way passed upon the deserves of the proposed transaction and has neither accredited nor disapproved the contents of this press unlock.
This press free up doesn't constitute an offer to promote or a solicitation of an offer to buy any of the securities in the u.s.. The securities haven't been and will no longer be registered below the USA Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities legal guidelines and may no longer be provided or offered inside the u.s. unless registered under the U.S. Securities Act and applicable state securities legal guidelines, unless an exemption from such registration is accessible.
not FOR DISTRIBUTION TO u.s. NEWSWIRE functions OR FOR DISSEMINATION in the u.s.
copyright (c) newsfile corp. 2018
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