GoPublic.AI Acquisition Corp. and Forrest Innovations Ltd. Announce CAD$4M Brokered Private Placement led by Echelon Wealth Partners
The Agent's Option may be exercised in whole or in part at any time up to two days prior to the closing of the Brokered Offering.
Vancouver, British Columbia--(Newsfile Corp. - October 13, 2021) - GoPublic.AI Acquisitions Corp. (the "Company") and Forrest Innovations Ltd. ("Forrest") are pleased to announce that they have entered into an engagement letter with Echelon Wealth Partners Inc. (the "Agent") with respect to a brokered private placement of subscription receipts of the Company (each, a "Subscription Receipt"), to be undertaken on a best efforts basis, pursuant to which the Company will offer up to 4,000,000 Subscription Receipts at a price of $1.00 per Subscription Receipt (the "Offering Price") for gross proceeds of up to $4,000,000 (the "Brokered Offering"). Concurrently, the Company intends to complete a non-brokered offering of Subscription Receipts at the Offering Price for gross proceeds of up to $3,000,000 intended for existing shareholders of Forrest and certain prospective international subscribers (the "Concurrent Offering", collectively with the Brokered Offering, the "Offering").
Each Subscription Receipt will entitle the holder thereof to receive, without any further action on the part of the holder or payment of any additional consideration, one unit of the Company (each, a "Unit"), subject to the satisfaction or waiver of the Escrow Release Conditions (as defined herein) on the date that is 120 days following the final closing of the Offering (or such other date as may be agreed to by the Company and the Agent) (in any case, the "Outside Date"), and provided that the Transaction has not otherwise been terminated.
Each Unit to be issued on conversion of the Subscription Receipts shall consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $1.50 at any time prior to the second anniversary of the date of issuance subject to acceleration of the expiry date as described below (the "Expiry Date"). If at any time following the first anniversary of the date of issuance of the Warrants, the ten-day volume-weighted average trading price of the Common Shares on the exchange on which the Common Shares may be listed is greater than $3.00, the Company may deliver a notice to the holders of Warrants accelerating the Expiry Date to a date that is not less than 30 days following the date of such notice (the "Acceleration Right").
The Company has agreed to grant the Agent an option (the "Agent's Option"), which will allow the Agent to offer such number of additional Subscription Receipts as is equal to up to 15% of the Subscription Receipts issued under the Brokered Offering, having the same terms as the Subscription Receipts. The Agent's Option may be exercised in whole or in part at any time up to two days prior to the closing of the Brokered Offering.
The Company and Forrest have agreed to pay the Agent a cash commission equal to 8.0% of the gross proceeds of the Brokered Offering (including any proceeds derived from exercise of the Agent's Option). In addition, subject to compliance with all required regulatory approvals, the Company will issue to the Agent such number of compensation warrants (each, a "Compensation Warrant") as is equal to 8.0% of the aggregate Subscription Receipts sold under the Brokered Offering (Including on any exercise of the Agent's Option), each of which will entitle the Agent to purchase one Common Share at the Offering Price for a period of 24 months from the date of the completion of the listing of the Company on a recognized Canadian securities exchange.
The Subscription Receipts will be offered for sale to purchasers in: (i) all of the Provinces of Canada as agreed upon between the Company and the Agent, pursuant to available private placement exemptions; (ii) the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended; and (iii) offshore jurisdictions agreed upon between the Company and the Agent pursuant to available prospectus or registration exemptions in accordance with applicable laws. Closing of the Offering is expected to take place on or about November 9, 2021 and/or such other date or dates as agreed to by the Company and the Agent.
The net proceeds of the Offering will be used to expand Forrest's natural vector control projects in Brazil, expand its operations in India, fund United States regulatory approval objectives, research and development in Israel, and for general working capital and other corporate purposes.
The Offering is intended to be the concurrent financing in connection with the Company's acquisition of Forrest, which is expected to be conducted by way of a securities exchange between the Company and Forrest, and which will result in the reverse takeover of the Company by Forrest (the "Transaction").
The gross proceeds of the Offering (less 50% of the Agent's cash commission and all of the Agents' expenses incurred up to the closing date) will be held in escrow and, upon the satisfaction or waiver of certain conditions (the "Escrow Release Conditions"), including all conditions to the closing of the Transaction, the escrowed funds will be released to the Company (less the escrowed portion of the Agent's cash commission which will be released to the Agent).
It is a condition of the proposed Transaction that the parties receive all required board, shareholder, third party, and regulatory approvals, and that the resulting issuer (the "Resulting Issuer") receives conditional approval to list its common shares on a recognized stock exchange based in Canada. In connection therewith, the Company expects to file a non-offering preliminary prospectus (the "Prospectus") with the British Columbia Securities Commission (the "BCSC") and a Listing Application (the "Listing Application") with a Canadian stock exchange, in accordance with the policies of the BCSC and the chosen exchange.
Further details on the Transaction are available in the Company's news release dated July 6, 2021, available at:
The Company is not a reporting issuer in any province or territory of Canada. As such, the Subscription Receipts will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date the Company becomes a reporting issuer in any province or territory of Canada (subject to any control person distribution restrictions) in accordance with National Instrument 45-102 - Resale of Securities. Subject to the rules of the relevant securities exchange and Canadian securities law requirements applicable to "control distributions", the Common Shares and Warrants issuable upon the exchange of the Subscription Receipts are expected to be qualified for distribution under the Prospectus and will be freely tradeable for Canadian holders pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company, Forrest or the Resulting Issuer in the United States. The securities of the Company, Forrest and the Resulting Issuer have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Contact Information
For further information, please contact:
GoPublic.AI Acquisition Corp.,
Nick Findler, Director, (778) 952-0418
For more information on Forrest, please visit https://www.forrestinnovations.com/.
Cautionary Statement Regarding Forward-Looking Information
Completion of the Transaction is subject to a number of conditions, including but not limited to, all required board, shareholder, third party, and regulatory approvals, and that the Resulting Issuer receives conditional approval to list its common shares on a recognized stock exchange based in Canada. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
All information contained in this news release with respect to Forrest and the Company was supplied by the parties, respectively, for inclusion herein.
This news release contains forward-looking statements relating to the timing and completion of the Transaction, the future operations of Forrest, the Company, and the Resulting Issuer, the completion of the Offering, the filing of the Prospectus and the Listing Application, the satisfaction of the Escrow Release Conditions and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction, the Offering and the future plans and objectives of Forrest, the Company, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Forrest's, the Company's, and the Resulting Issuer's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other risks detailed from time to time in the filings made by Forrest, the Company, and the Resulting Issuer with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Forrest, the Company, and the Resulting Issuer. As a result, Forrest, the Company, and the Resulting Issuer cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and each of Forrest, the Company, and the Resulting Issuer disclaims any intention and assumes no obligation to update or revise any of the forward-looking statements herein to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise except as expressly required by Canadian securities law.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
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