TORONTO, ON, January 13, 2022 – Pluribus Technologies Corp. (formerly Aumento Capital IX Corp.) (TSXV: AUIX.P) (the “Company”) announces that it has completed its previously announced acquisition of all of the outstanding securities of Pluribus Technologies Inc. (“Pluribus”), a technology company that acquires small, profitable business-to-business software companies in a range of verticals and industries (the “Transaction”).
In connection with the completion of the Transaction, the TSX Venture Exchange (the “TSXV”) has conditionally approved the listing of the Company Shares (as defined below). The Company Shares are expected to commence trading on the TSXV under the new ticker symbol “PLRB” on or about January 19, 2022. A further press release will be issued once trading has commenced.
The Transaction constitutes the Company’s Qualifying Transaction (as defined by Policy 2.4 of the TSXV) and was completed according to the terms of a business combination agreement dated December 1, 2021 (the “Business Combination Agreement”) pursuant to which the Company acquired all of the issued and outstanding securities of Pluribus by way of a three-cornered amalgamation with a wholly-owned subsidiary of the Company under the federal laws of Canada based on the Exchange Ratio (as defined below).
Prior to the completion of the Transaction, the Company: (i) completed a consolidation of its issued and outstanding common shares (“Company Shares”) on the basis of one post- consolidation Company Share for every 7.94118 pre-consolidation Company Shares (the “Consolidation”); and (ii) approved the change of its name from “Aumento Capital IX Corp.” to “Pluribus Technologies Corp.” (the “Name Change”).
Pursuant to the Transaction, the issued and outstanding Pluribus (i) Class A Common Shares, (ii) Series 1 Class A Common Shares, (iii) Series 2 Class A Common Shares and (iv) Class B Common Shares (collectively, the “Pluribus Common Shares”) were exchanged for Company Shares on the basis of 7.42 post-Consolidation Company Shares for each outstanding Pluribus Common Share (the “Exchange Ratio”). Pursuant to the Transaction: (i) an aggregate of 15,212,034 post-Consolidation Company Shares were issued in exchange for the Pluribus Common Shares (including pursuant to conversion of Subscription Receipts (as defined below)); (ii) warrants exercisable to acquire 2,380,384 Company Shares and 262,732 units of the Company (with each unit being comprised of one post-Consolidation Company Share and one half of one common share purchase warrant of the Company) were issued in exchange for the outstanding warrants of Pluribus; and (iii) options exercisable to acquire an aggregate of 39,214 Company Shares were issued in exchange for outstanding options of Pluribus. Following the completion of the Transaction and the conversion of the outstanding Subscription Receipts (as defined below), there are 15,463,886 post-Consolidation Company Shares issued and outstanding (on an undiluted basis).
Pursuant to the Transaction, each of the 3,475,291 subscription receipts (“Subscription Receipts”) of Pluribus issued to investors pursuant to Pluribus’ previously announced financing completed on December 3, 2021 (the “Financing”) were exchanged for one Company Share pursuant to the terms of a subscription receipt agreement governing the Subscription Receipts between Pluribus, TSX Trust Company and Canaccord Genuity Corp. (the “Subscription Receipt Agreement”). In addition, escrowed proceeds were also released in accordance with the provisions of the Subscription Receipt Agreement.
Following the Transaction, the leadership team of the Company is as follows:
• Richard Adair – Chief Executive Officer and Director
• Simon Giannakis – Chief Financial Officer
• Diane Pedreira – Chief Operating Officer
• Timothy Lindsay – Chief Revenue Officer, Secretary
• Jacqueline Yuen – Vice President of Finance, Treasurer
• Elmer Kim – Director
• David Coombs – Director
• Warner Sulz – Director
• Jim Dunbar - Director
• Carolyn Currie – Director
• Alfred Apps – Director
As described in the Company’s filing statement dated January 7, 2022 available under the Company’s profile on SEDAR at www.sedar.com (the “Filing Statement”), certain of the Company Shares are subject to escrow requirements or seed share resale restrictions in accordance with TSXV Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions. Additional information related to the Company’s business, the Financing and the Transaction (including the members of the management team and board of directors listed above) is available in the Filing Statement.
In connection with the Transaction and Financing, Miller Thomson LLP acted as legal counsel to Pluribus, Chitiz Pathak LLP acted as legal counsel to the Company and Wildeboer Dellelce LLP acted as legal counsel to the agents under the Financing.
About Pluribus Technologies Corp.
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.
For more information please contact: Pluribus Technologies Corp.
Chief Executive Officer
Email: firstname.lastname@example.org Tel: 1 (800) 851-9383
Cautionary Note Regarding Forward-Looking Statements
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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 contains statements that constitute “forward-statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.
Although the Company 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 the Company 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 the Company, the Company’s management’s expectation on the growth and performance of its acquisitions, the timing for the commencement of trading of the Company Shares on the TSXV and the Company’s abilities to acquire small profitable software companies at reasonable prices create new revenue streams and enable acquired companies to grow. Such statements and information reflect the current view of the Company. 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. Such factors and risks include, among others: (a) following completion of the Transaction, the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (b) compliance with government regulation; (c) domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; (d) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance; and (e) the impact of COVID-19.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news 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. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (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.