Toronto, Ontario (Newsfile Corp. – December 3, 2021) – Pluribus Technologies Inc. (“Pluribus”) and Aumento Capital IX Corp. (TSXV: AUIX.P) (“AUIX”) are pleased to announce that Pluribus has closed a brokered and non-brokered offering (the “Offering”) of an aggregate of 3,475,291 subscription receipts (the “Subscription Receipts”) at a price of $6.75 per Subscription Receipt (the “Issue Price”). Pursuant to the Offering and the Common Share Issuances (as defined below), Pluribus raised an aggregate of approximately $25,000,000. The Subscription Receipts were issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) among Pluribus, AUIX, Canaccord Genuity Corp. and TSX Trust Company, as escrow agent (the “Escrow Agent”).
“Closing this financing enables us to continue to execute on our acquisition-focused growth strategy” said Richard Adair, CEO of Pluribus Technologies. “Pluribus has the experienced management team and reputation for value creation that will help us continue to consolidate small, profitable B2B software companies and help them grow.”
The brokered portion of the Offering (the “Brokered Offering”) was led by Canaccord Genuity Corp. and Scotiabank, as co-lead agents, on behalf of a syndicate of agents (collectively, the “Agents”) that included Desjardins Securities Inc., PI Financial Corp. and Raymond James Ltd. and was completed pursuant to agency agreement between Pluribus, the Agents and AUIX.
The Offering was undertaken in connection with the previously announced business combination between Pluribus and AUIX, a capital pool company (a “CPC”) as defined under Policy 2.4 – Capital Pool Companies (the “CPC Policy”) of the TSX Venture Exchange (the “TSXV”) pursuant to which AUIX will acquire all of the issued and outstanding securities of Pluribus by way of a three-cornered amalgamation involving a wholly-owned subsidiary of AUIX (“Subco”) incorporated under the federal laws of Canada, with such acquisition (the “Proposed Transaction”) constituting a reverse take-over of AUIX. The Proposed Transaction is intended to constitute AUIX’s “Qualifying Transaction” (as such term is defined in the CPC Policy). AUIX as the resulting issuer following the completion of the Proposed Transaction (the “Resulting Issuer”) will continue on the business of Pluribus. It is anticipated that the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) will be listed for trading on the TSXV.
Upon satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt shall be deemed to be automatically converted, without payment of any additional consideration and without further action on the part of the holder thereof, into 0.134771 of one Series 1 Class A common share of Pluribus (a “Pluribus Common Share”), subject to adjustment in certain events. Pursuant to the Proposed Transaction, each 0.134771 of one Pluribus Common Share shall be exchanged for one (1) whole Resulting Issuer Share.
The gross proceeds of the Offering less the portion of the Commission (as defined below) paid in cash and the estimated expenses of the Agents payable by the Company in connection with the Offering (the “Escrowed Proceeds”) have been delivered to the Escrow Agent and will be invested in an interest bearing account (the “Escrowed Proceeds” and together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”) pursuant to the terms and conditions of the Subscription Receipt Agreement. The Escrowed Funds will be released from escrow by the Escrow Agent to Pluribus upon the satisfaction of certain escrow release conditions contained in the Subscription Receipt Agreement (collectively, the “Escrow Release Conditions”).
In consideration for their services in connection with the Brokered Offering, the Agents received a commission in the amount of $1,250,411 (the “Commission”) and an aggregate of 185,246 broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder thereof to acquire 0.134771 of one Pluribus Common Share at an exercise price equal to the Issue Price for a period of 24 months following the date the Escrow Release Conditions are satisfied. Upon completion of the Proposed Transaction, each Broker Warrant will be exchanged for one (1) warrant exercisable to acquire one (1) Resulting Issuer Share at an exercise price equal to the Issue Price for the same 24 month period.
The net proceeds of the Offering will be used by the Resulting Issuer for acquisitions, working capital and general corporate purposes.
Concurrently with the completion of the Offering, Pluribus entered into agreements with certain of its securityholders to apply payments in the amount of approximately $1,500,000 due to be paid to them towards subscriptions for Pluribus Common Shares (the “Common Share Issuances”).
About Aumento Capital IX Corp.
AUIX is a CPC governed by the policies of the TSXV. AUIX’s principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.
About Pluribus Technologies Inc.
Pluribus is a technology company that acquires small, profitable business-to-business software companies at reasonable prices in a range of verticals and industries. Pluribus provides experienced sales and marketing resources, strategic partnerships and enabling technologies including automation, self-service and artificial intelligence/machine learning to create new revenue streams and enable companies to grow into significant organizations in their respective markets.
Cautionary Note
Trading in the common shares of AUIX is presently halted and is expected to remain halted pending closing of the Proposed Transaction. While halted, the common shares of AUIX may only trade upon TSXV approval and the filing of required materials with the TSXV as contemplated by TSXV policy.
Forward Looking Information
Although AUIX believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because AUIX can give no assurance that they will prove to be correct. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of AUIX and Pluribus, Pluribus management’s expectation on the growth and performance of its acquisitions, the completion of the Proposed Transaction (including TSXV approval of the Proposed Transaction), the listing of Resulting Issuer Shares on the TSXV; satisfaction of the Escrow Release Conditions; and the use of net proceeds from the Offering. Such statements and information reflect the current view of AUIX and/or Pluribus, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking information contained in this press release represents the expectations of AUIX as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. AUIX does not undertake to update this information at any particular time except as required in accordance with applicable laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.