Montreal, Quebec--(Newsfile Corp. - January 20, 2022) - Mr. Robert McCue, Mr. Jay Campbell, Mr. Scott McGregor, and Mr. Marshall Mewha (collectively, the "Purchasers"), announced today that they have entered into a share purchase agreement (the "Share Purchase Agreement") with UK GOLO Holdco Limited (the "Vendor"), pursuant to which the Vendor has agreed to sell to the Purchasers 101,307,188 Common Shares in the capital of GOLO Mobile Inc. (TSXV: WLTR) ("GOLO"), at a price of CAD$0.0007006 per Common Share for aggregate gross proceeds of CAD $70,976.18 (the "Share Purchase"). The Share Purchase Agreement was entered into on January 19, 2022. Closing is expected to occur in January, 2022.
Prior to entering into the Share Purchase Agreement: (i) Mr. McCue did not have ownership of, or exercise control or direction over, anyCommon Shares; (ii) Mr. Campbell did not have ownership of, or exercise control or direction over, anyCommon Shares; (iii) Mr. Mewha did not have ownership of, or exercise control or direction over, anyCommon Shares; and (iv) Mr. McGregor had ownership of, or exercised control or direction over, 630,000Common Shares (representing approximately0.30%of the issued and outstanding Common Shares on a non-diluted basis).
In accordance with the Share Purchase Agreement and pursuant to Section 2.5 of National Instrument 45-106 - Prospectus Exemptions Mr. McCue will acquire beneficial ownership, control or direction over a total of 32,186,528 Common Shares and Messrs. Campbell, McGregor, and Mewha will acquire beneficial ownership, control or direction over 23,040,220 Common Shares each.
Following completion of the Share Purchase: (i) Mr. McCue will have ownership of, or will exercise control or direction over, 32,186,528 Common Shares (representing approximately 15.37% of the issued and outstanding Common Shares on a non-diluted basis); (ii) Mr. Campbell will have ownership of, or will exercise control or direction over, 23,040,220 Common Shares (representing approximately 11.00% of the issued and outstanding Common Shares on a non-diluted basis); (iii) Mr. Mewha will have ownership of, or will exercise control or direction over, 23,040,220 Common Shares (representing approximately 11.00% of the issued and outstanding Common Shares on a non-diluted basis); and (iv) Mr. McGregor will have ownership of, or will exercises control or direction over, 23,670,220 Common Shares (representing approximately 11.30% of the issued and outstanding Common Shares on a non-diluted basis).
The Purchasers are acquiring the Common Shares for investment purposes and may, from time to time, acquire additional Common Shares or other securities of GOLO or dispose of some or all of the Common Shares or other securities of GOLO that they own depending on market and other conditions and subject to compliance with applicable securities laws.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will be available under GOLO's profile at www.sedar.com or may be obtained by contacting Scott McGregor, Chief Executive Officer, GOLO Mobile Inc., at 403-669-6065. The head office address of GOLO is Suite 1100, 3500 de Maisonneuve Blvd. West Montréal, Québec H3Z 3C1.
Forward-Looking Statements
The information in this news release has been prepared as at January 20, 2022. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking information" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "may", "will" or similar terms. Forward-looking statements in this news release include statements relating to the Purchasers' ownership interest in GOLO upon closing of the Share Purchase and the Purchasers' intentions to purchase or dispose of additional Common Shares of GOLO.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/110960
