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VANCOUVER, BC, Feb. 15, 2023 /CNW/ - IFS Global Software Inc. (formerly, Highbury Projects Inc.) (NEO: IFS) ("IFS" or the "Company") is pleased to announce the closing of its previously announced proposed arm's length reverse-takeover transaction (the "Transaction") of the Company by Interfield Solutions Ltd. ("Interfield"), a corporation existing under the laws of the Republic of Seychelles, pursuant to the terms of the share exchange agreement dated August 25, 2022 between Interfield, the shareholders of Interfield, and the Company (the "DefinitiveAgreement").
The Company is also pleased to announce that the Company has obtained final approval to list its common shares (the "Common Shares") on the Neo Exchange Inc. ("NEO"). The Common Shares will trade on the NEO under the trading symbol "IFS". The Common Shares will commence trading on the NEO on February 16, 2023.
The Transaction
Pursuant to the Definitive Agreement, the Company issued 250,000,000 Common Shares in exchange for 1,177,960 ordinary shares of Interfield (the "Interfield Shares"), representing all of the issued and outstanding Interfield Shares at a deemed price of $76.95 per Interfield Share, for aggregate deemed consideration of $87,500,000. In addition, each outstanding warrant of Interfield (including such warrants issued as part of the Private Placement (as defined herein)) were exchanged for warrants of the Company in accordance with the terms and conditions of the Definitive Agreement.
In accordance with the terms and conditions of the Definitive Agreement, immediately prior to the closing of the Transaction, the Company effected a share split (the "Split") on the basis of 3.44 post-Split Common Shares for every pre-Split Common Share. In addition, immediately after the closing of the Transaction, IFS effected a share consolidation (the "Consolidation") on the basis of 2.86 pre-Consolidation Common Shares for each post-Consolidation Common Share.
Upon the completion of the Transaction, Interfield became a wholly-owned subsidiary of the Company and the primary business of IFS is that of the business of Interfield.
A finder's fee in the amount of up to 5% of the consideration of the Transaction payable in Common Shares will be paid to a certain arm's length finder (the "Finder") after the first day of trading of the Common Shares on the NEO (the "Finder Shares"). In addition, the Company shall also issue to the Finder that number of Common Share purchase warrants equal to the number of Finder Shares issued, with each such warrant exercisable at a price of $1.00 per Common Share for a period of twenty-four (24) months from the issuance date.
As of the closing date of the Transaction, approximately 100,004,952 Common Shares are issued and outstanding on a post-Consolidated basis, and securities convertible into post-Consolidated Common Shares include the following:
- 86,811,250 post-Consolidated Common Share purchase warrants issued to the former warrant holders of Interfield;
- 3,145,468 post-Consolidated Common Share purchase warrants issued to subscribers of the Private Placement upon conversion of their respective Subscription Receipts (as defined herein) ("IFS Financing Warrants"); and
- 81,414 post-Consolidated Common Share purchase finder's warrants issued to certain finders, issued in connection with the Private Placement.
Further details regarding the Transaction can be found in the listing document of IFS dated February 15, 2023 (the "Listing Document"), a copy of which is available under the Company's profile on SEDAR at www.sedar.com.
Private Placement
In connection with the Transaction, Interfield closed a non-brokered private placement (the "Private Placement") on February 9, 2023, of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of approximately USD$2,002,924, through the issuance of 40,876 Subscription Receipts at a price of USD$49 per Subscription Receipt.
In connection with the Private Placement, Interfield agreed to pay an aggregate finder fees of USD$51,834.65 and to issue common share purchase warrants to purchase 1,058 Interfield Shares (as defined herein) at a price of USD$64 per Interfield Share for a period of 24 months from the closing date of the Transaction, to certain qualified finders.
Upon the closing of the Transaction, each Subscription Receipt was automatically exchanged for one Interfield Share and one common shares purchase warrant of Interfield (an "Interfield Warrant"), and subsequently each Interfield Share and Interfield Warrant was automatically exchanged for approximately 77 Common Shares and approximately 77 IFS Financing Warrants, respectively. Each IFS Financing Warrant shall have an exercise price of CAD$1.00 per Common Share and an expiry date of 24 months from the closing date of the Transaction.
Board of Directors and Executive Management
Following the completion of the Transaction, the following individuals comprise the directors and officers of the Company:
- Harold Hemmerich – Chief Executive Officer and Director;
- Danny Lee – Chief Financial Officer & Corporate Secretary;
- Steele Hemmerich – President;
- Dain Hemmerich – Chief Operating Officer;
- Saagar Laxman – Chief Technology Officer;
- Crae Garrett – Executive Officer;
- Edward Farrauto – Director (Independent);
- Sophia Shane – Director (Independent); and
- Mark Sarssam – Director (Independent).
For full biographies of the directors and officers of the Company, please refer to the Listing Document.
Auditors
Concurrent with the closing of the Transaction, MNP LLP has been appointed auditors of the Company.
Additional Information for Shareholders
The Company's transfer agent will be Computershare Trust Company of Canada. The CUSIP number for the post-Consolidated Common Shares is 449540103.
For further information, please refer to the Listing Document posted to the Company's issuer profile on SEDAR at www.sedar.com, as well as the press releases dated August 31, 2022, January 4, 2023, and February 10, 2023.
Early Warning Reports
The transaction that triggered the requirement to file the below enumerated reports was the Transaction, as more fully described in the Listing Document, filed on the Company's SEDAR profile. Each of the individuals below will file an early warning report on the Company's SEDAR profile.
Steele Hemmerich
Pursuant to the terms of the Transaction, Steele Hemmerich with an address for service at Suite 4400 – 181 Bay Street, Toronto, Ontario M5J 2T3, acquired 32,653,278 Common Shares on February 15, 2023, in exchange for securities of Interfield previously held by Steele Hemmerich on the same basis as all other prior securityholders of Interfield.
As a result of the Transaction and in connection with the exchange of Interfield securities for securities of the Company, Steele Hemmerich acquired direct and indirect ownership and control of 32,653,278 Common Shares, representing approximately 32.65% of the issued and outstanding Common Shares on a non-fully diluted basis as of the date of the closing of the Transaction. Prior to the Transaction, neither Steele Hemmerich nor any joint actor had ownership or control of any securities of the Company. The Common Shares acquired by Steele Hemmerich were issued from treasury pursuant to the Transaction for deemed consideration per Common Share of $76.95, for an aggregate deemed consideration paid of $32,653,278.
Steele Hemmerich holds the Common Shares for investment purposes and does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. As disclosed in the Listing Document of the Company dated February 15, 2023, the Common Shares held by Steele Hemmerich (the "Escrowed Securities") are subject to the Form 46-201 Escrow Agreement entered into between the Company and Computershare Company Trust of Canada, dated February 15, 2023 (the "Escrow Agreement"). Upon release of the Escrowed Securities from escrow pursuant to the Escrow Agreement, Steele Hemmerich may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors (in accordance with the terms of the Escrow Agreement).
Dain Hemmerich
Pursuant to the terms of the Transaction, Dain Hemmerich with an address for service at Suite 4400 – 181 Bay Street, Toronto, Ontario M5J 2T3, acquired 28,800,794 Common Shares on February 15, 2023, in exchange for securities of Interfield previously held by Dain Hemmerich on the same basis as all other prior securityholders of Interfield.
As a result of the Transaction and in connection with the exchange of Interfield securities for securities of the Company, Steele Hemmerich acquired direct and indirect ownership and control of 28,800,794 Common Shares, representing approximately 28.80% of the issued and outstanding Common Shares on a non-fully diluted basis as of the date of the closing of the Transaction. Prior to the Transaction, neither Steele Hemmerich nor any joint actor had ownership or control of any securities of the Company. The Common Shares acquired by Dain Hemmerich were issued from treasury pursuant to the Transaction for deemed consideration per Common Share of $76.95, for an aggregate deemed consideration paid of $28,800,794.
Dain Hemmerich holds the Common Shares for investment purposes and does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. As disclosed in the Listing Document of the Company dated February 15, 2023, the Common Shares held by Dain Hemmerich (the "DainEscrowed Securities") are subject to the Escrow Agreement. Upon release of the Dain Escrowed Securities from escrow pursuant to the Escrow Agreement, Dain Hemmerich may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors (in accordance with the terms of the Escrow Agreement).
About Interfield
IFS was incorporated on May 13, 2005 under the Business Corporations Act (British Columbia) and is existing under the laws of Canada. IFS Global is a publicly listed company, with its common shares listed on the Neo Exchange Inc. (NEO: IFS) and operates in Dubai, U.A.E through its wholly owned subsidiary, Interfield Software Solutions LLC ("Interfield Solutions"). Interfield Solutions is a software company that services numerous industrial segments worldwide including oil and gas, mining and renewables. Interfield Solutions has two operating divisions, E-commerce and Software as a Service.
Equipment Hound, the company's flagship product of its E-commerce division, is an industrial equipment marketplace that connects buyers and suppliers around the globe. Equipment Hound manages a catalogue of equipment from various suppliers and provides procurement solutions for buyers. It includes features such as requests for quotes, logistics support and third-party verification.
ToolSuite, the company's flagship product of its Software as a Service division, is a cloud based data collection and management platform that digitizes industrial processes and provides real-time auditable data for clients.
ON BEHALF OF THE BOARD OF DIRECTORS
"Harold Hemmerich"
Forward-Looking Statements Disclaimer and Reader Advisory
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance often using phrases such as "expects", "anticipates", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends", or variations of such words and phrases, or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, the issuance of the finder warrants after the first date of trading and the expected resumption of trading of the Common Shares on the NEO.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, including the approval of any applicable regulatory authority; and that factors may occur which impede or prevent IFS's future business plans. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Except as required by law, IFS does not assume any obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.
The Neo Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Neither the Neo Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the Neo Exchange Inc.) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE IFS Global Software Inc.
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