DeepMarkit Corp. has entered into a share purchase agreement with First Carbon Corp. and each holder of common shares of First Carbon in connection with the company's previously announced (Nov. 23, 2021) proposed acquisition of all the issued and outstanding common shares of First Carbon. The acquisition has been conditionally accepted by the TSX Venture Exchange. Closing of the acquisition and private placement (as defined below) is subject to receipt of final approval from the exchange upon satisfaction of all remaining conditions.
The company will complete the acquisition pursuant to the definitive agreement by acquiring all 39,474,999 First Carbon shares in exchange for 15 million DeepMarkit shares issued to the First Carbon shareholders at a deemed price of 50 cents per DeepMarkit share, for aggregate deemed consideration of $7.5-million. First Carbon shareholders holding 2,849,905 DeepMarkit shares issued in connection with the acquisition have delivered lock-up agreements to the company in which they have agreed not to trade such shares prior to Oct. 15, 2022. There are no finders' fees payable in connection with the acquisition. No control person will be created as a result of the acquisition or the private placement, and the acquisition will be an arm's-length transaction as such terms are defined in Policy 1.1 of the exchange.
The company's previously announced (Nov. 23, 2021, Dec. 17, 2021) upsized non-brokered private placement offering of units has also received conditional acceptance from the exchange. Under the private placement, the company will issue up to a maximum of 4.5 million units, with each unit comprising one common share in the capital of the company and one common share purchase warrant, for the price of 50 cents per unit and maximum gross proceeds of up to $2.25-million.
The net proceeds from the private placement are expected to be used to finance continued business and corporate operations of DeepMarkit (for which it is estimated that approximately 40 per cent of the net proceeds will be allocated), as well as the operations of FCC (for which it is estimated that approximated 60 per cent of the net proceeds will be allocated). The company will pay finders' fees of up to 7 per cent cash or DeepMarkit shares, and 7 per cent compensation warrants to eligible finders in connection with the issue and sale of all of the units under the private placement. The private placement will close concurrently with the closing of the acquisition.
All DeepMarkit shares issued pursuant to the acquisition and private placement will be subject to a four-month hold period required under applicable securities laws and the policies of the exchange. A copy of the definitive agreement will be filed under the company's profile on SEDAR.
Trading in the DeepMarkit shares is currently halted pending final approval from the exchange for the acquisition and private placement. Trading is expected to resume two business days following the issuance of the exchange's bulletin confirming that final approval for the acquisition has been issued.
Overview of FCC
FCC is a software infrastructure company operating in the tokenization vertical of blockchain. FCC's primary asset, MintCarbon.io, is a SaaS (software-as-a-service), Web-based platform, which facilitates the minting of carbon credits. MintCarbon.io is currently undergoing beta testing and FCC anticipates an official launch in the first quarter of 2022.
About DeepMarkit Corp.
DeepMarkit is a technology company focused on creating new tools and technologies to aid businesses in sales development and increasing profitability. DeepMarkit's common shares are listed on the exchange, symbol MKT.