Ms. Hannah Higerd reports
XTRACTION SERVICES HOLDINGS CORP. (FORMERLY CARACARA SILVER INC.) ANNOUNCES SUCCESSFUL COMPLETION OF BUSINESS COMBINATION AND COMMENCEMENT OF TRADING ON THE CANADIAN SECURITIES EXCHANGE
Xtraction Services Holdings Corp. (formerly Caracara Silver Inc.) has completed its previously announced business combination with Xtraction Services Inc. (Xtraction Subco).
The business combination was completed in the manner described in the company's listing statement filed with the Canadian Securities Exchange and under the company's profile on SEDAR on Aug. 28, 2019.
In connection with the closing of the business combination, Xtraction delisted its common shares from the NEX board of the TSX Venture Exchange, effective at the close of business on Sept. 6, 2019, and anticipates commencement of trading of its subordinate voting shares on the CSE under the ticker XS on Sept. 13, 2019, during normal market hours.
Consolidation, redesignation and creation of securities, and name change
In connection with the business combination, the company effected a consolidation of the common shares of the company on a basis of one postconsolidation common share for every 6.262 preconsolidation common shares. In addition, the company altered its notice of articles and articles to redesignate the postconsolidation common shares as subordinate voting shares, create a new class of proportionate voting shares, and change its name from Caracara Silver Inc. to Xtraction Services Holdings Corp. Shareholder approval for certain of these matters where required was obtained at a special meeting of the company's shareholders, held on July 22, 2019.
Board of directors and management
In connection with the business combination, the existing directors and management of the company resigned. The outgoing directors and management were replaced by David Kivitz (president, chief executive officer and director), Joseph Fazzini (chief financial officer), Antony Radbod (chief marketing officer and director), Gary Herman (director) and Stephen Christoffersen (director).
Subscription receipt financing and escrow release
Further to the previously announced private placement of subscription receipts of Xtraction Subco for gross proceeds of $5,882,000, in connection with the business combination, Xtraction Subco has satisfied the escrow release conditions set out in the subscription receipt agreement dated March 22, 2019, among Xtraction Subco, the company, Canaccord Genuity Corp., Gravitas Securities Inc. and Odyssey Trust Company. Accordingly, the net proceeds of the financing of approximately $5,276,800 have been released to Xtraction Subco.
Early warning report
As a result of the business combination, Archytas Ventures LLC and Khrysos Global Inc., shareholders of Xtraction Subco, acquired direct beneficial ownership of the proportionate voting shares, which, if converted into subordinate voting shares, would result in such entities holding approximately 23.4 per cent and 11.7 per cent of the issued and outstanding subordinate voting shares, respectively. Prior to completion of the business combination, Archytas, on a postconsolidation basis, held 383,264 subordinate voting shares of the company, representing approximately 9.8 per cent of the subordinate voting shares then issued and outstanding. Khrysos held no securities of the company prior to the completion of the business combination.
Each of Archytas and Khrysos acquired the proportionate voting shares for investment purposes. Depending upon the circumstances, either of Archytas or Khrysos may, from time to time, acquire additional securities of the company or dispose of all or a portion of the securities of the company previously acquired.
About Xtraction Services Holdings Corp.
Xtraction, through its wholly owned subsidiary Xtraction Subco, partners with equipment manufacturers and oil processors across the United States to fulfill their equipment needs. Xtraction provides flexible leasing options to help processors access the equipment they need to benefit from the rapidly expanding concentrates market, while affordably spreading their payments over time. Xtraction's management team has a successful record of creating shareholder value and in scaling high-growth businesses, product development, finance and operational best practices.
Xtraction is currently working with a number of cannabis and hemp processors to scale their operations and quickly provide access to large-scale industrial equipment to benefit from the rapidly expanding concentrate market.
We seek Safe Harbor.
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