07:40:35 EDT Thu 09 May 2024
Enter Symbol
or Name
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Adagio Capital Inc
Symbol ADC
Shares Issued 5,000,000
Close 2023-04-21 C$ 0.135
Market Cap C$ 675,000
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Adagio offers more details on Advanced Graph deal

2023-10-11 18:25 ET - News Release

Mr. Cheolsun Kang reports

AGEDB INC. ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY ADAGIO CAPITAL INC.

Advanced Graph Enterprise Database Inc. has entered into an amalgamation agreement for the company's acquisition by Adagio Capital Inc., dated Oct. 5, 2023. This strategic move marks a significant milestone in the company's journey, and the company believes it will bring substantial advantages to its company, team and stakeholders.

Under the terms of the agreement, the combined company that will result from the completion of the transaction (thereafter referred to as the resulting issuer) will be renamed AGEDB Technology Ltd. or such other name as agreed to by AGEDB and Adagio. Subject to TSX-V approval, the common shares of the resulting issuer will trade on the TSX Venture Exchange, and the business of the resulting issuer will be the business of AGEDB. It is expected that the resulting issuer will be listed on the TSX-V as a Tier 2 technology issuer. (The transaction is subject to the approval of the TSX-V, and is intended to constitute Adagio's qualifying transaction (as defined in Policy 2.4).)

The company believes that this strategic merger presents it with a tremendous opportunity for AGEDB and its stakeholders moving forward as outlined herein.

Access to capital -- By joining forces with Adagio, a recognized leader in strategic investments and high-growth sectors, the company anticipates a range of benefits that will enhance its capabilities and growth prospects. Through this partnership, the company will gain increased access to financial resources, enabling the company to accelerate its research and development efforts and expand its product offerings. This access to capital will empower the company to remain at the forefront of database technology innovation.

Market expansion -- The acquisition will provide AGEDB with the opportunity to expand its market reach and explore new growth opportunities. This will enable the company to introduce its cutting-edge database management system (DBMS) software and technology to a broader audience. The company foresees the creation of synergies between AGEDB's expertise in hybrid database management systems and Adagio's experience in high-growth sectors. These synergies will drive innovation and excellence in the company's products and services, benefiting both the company's current and future clients.

Global impact -- In the global landscape, AGEDB's core technologies, including Apache AGE, will continue to thrive under AGEDB Technology Ltd. With Adagio's support, the company will have the means to expand its global footprint, empowering businesses worldwide with the company's tailored DBMS solutions. As the company moves forward with this exciting amalgamation, AGEDB is committed to maintaining the same level of dedication and excellence that its clients and partners have come to expect. The company remains focused on delivering exceptional DBMS solutions and providing the company's customers with the tools they need to succeed in today's dynamic business environment.

Summary of the agreement

Pursuant to the terms of the amalgamation agreement, AGEDB and all of the issued and outstanding AGEDB shares will be acquired by Adagio by way of a three-cornered amalgamation whereby NewCo and AGEDB will amalgamate to form a new amalgamated entity (AmalCo), and AmalCo will be a wholly owned subsidiary of Adagio. At the time of closing of the transaction, each of the outstanding AGEDB shares (as defined herein) will be cancelled and, in consideration for such AGEDB shares, each holder of AGEDB shares will receive four postconsolidation (as defined herein) common shares in the capital of Adagio at a deemed price of 50 cents per Adagio share for each one AGEDB share held by such AGEDB shareholder.

Under the terms of this amalgamation agreement, AGEDB shareholders will receive four Adagio shares for each AGEDB share held, at a deemed price of 50 cents per Adagio share. Prior to the completion of the transaction, Adagio will consolidate its shares on a 1 to 2.50 basis.

In connection with the transaction, AGEDB anticipates completing a non-brokered private placement financing to raise funds for its business goals and objectives. Furthermore, AGEDB will pay an arm's-length corporate adviser a merger and acquisition advisory fee of 100,000 resulting issuer shares and $150,000 in cash.

The completion of the transaction is subject to various conditions, including regulatory approvals and the absence of any material adverse changes. Assuming the successful completion of the transaction and financing, approximately 42,152,000 resulting issuer shares are expected to be issued and outstanding, with various parties holding interests in the resulting entity.

Directors, officers and insiders of the resulting issuer

Following the closing, it is expected that the following individuals will be appointed as management of the resulting issuer.

Cheolsun Kang, chairman and director

Cheolsun Kang is the founder and chief executive officer of Bitnine and Bitnine Global. Prior to founding Bitnine in 2013, Mr. Kang worked as a technology engineer at LG CNS Co., in Korea for three years and then transitioned into a sales and presales consultant at International Business Machines (IBM) in Korea. Mr. Kang graduated from Seoul National University with a bachelor's degree in computer engineering. Mr. Kang has over eight years of experience as a global service sales lead and presales consultant at IBM, and has acquired in-depth business and technical database knowledge from managing the database projects at IBM.

Young Seung Ko, chief executive officer and director

Mr. Ko is a seasoned IT professional with around 20 years of experience in IT. Mr. Ko spent six years as a software developer and data modelling software engineer at CA Technologies and 10 years as a technology consultant for databases, application server and mainframe rehosting software products. Before being appointed as the CEO of AGEDB, Mr. Ko was managing Bitnine Global's business development and R&D operations in collaboration with Bitnine. Mr. Ko is in charge of AGEDB's Apache AGE community development and software marketing and technical sales initiatives. Mr. Ko is also leading the AGEDB's global technical human resource infrastructure, helping AGEDB set up R&D centres around the world.

Mickey Goldstein, chief financial officer and corporate secretary

Ms. Goldstein specializes in financial reporting, and provides CFO services to public and private companies in Canada. Ms. Goldstein has over 15 years of experience working with public companies across many industries. Prior to offering CFO services, Ms. Goldstein had a successful career as an assurance partner in a Vancouver public accounting firm where she provided accounting, audit, assurance and business advisory services to both private and public companies and not-for-profit organizations. Throughout her career Ms. Goldstein has specialized in mining, technology, cannabis, manufacturing, real estate and medical industries. She has a keen understanding of public company operations, restructurings, acquisitions and IPOs (initial public offerings), and has in-depth experience providing transactional services to companies in Canada and United States. Ms. Goldstein currently serves as the CFO of a Canadian publicly listed company, CFO of a number of Canadian private companies and treasurer on the board of directors of a non-profit company.

Ms. Goldstein graduated from the University of British Columbia with a bachelor of science degree in mathematics, and went on to obtain her CA, CPA.

Eya Badal Abdisho, chief technology officer

Ms. Abdisho has extensive experience in IT engineering for over 10 years. At Bitnine Global, she was the lead product manager and software architect for several open-source and commercial Graph DBMS software offerings. Prior to her current role, she worked as a technical and software engineer in various companies, leading development projects and providing technical support and expertise. Ms. Abdisho's proficiency includes using technologies like Cypher, SQL, AWS, Google Cloud, PostgreSQL, Java, C, C++, HTML, CSS, JavaScript, Python, Unity, Node.js, Express, Linux, JDBC, Docker and Swift. As the chair for the Apache AGE project, Ms. Abdisho also facilitates coordination among a diverse team of contributors, implements project governance policies and promotes an open, meritocratic culture.

Ms. Abdisho is also currently a PhD student in computer science and engineering at the University of California, Santa Cruz, with a master of science in software engineering from San Jose State University and a bachelor of science in software engineering from San Jose State University, while also being a member of the Engineering Honor Society and the Society of Women Engineers.

Changhak Lee, chief operating officer

Mr. Changhak Lee has over 20 years of experience in the engineering and construction industry, with a strong focus on business operations, staff management and risk mitigation. He has held key roles in various large-scale projects across different countries, including quality control manager, project development manager, and engineering manager and process lead engineer, showcasing his versatile expertise. Currently, Mr. Lee is the president of Datametrex Electric Vehicle Solutions Inc. (TSX-V:DM.V) and oversees market analysis, business model formulation, marketing, sales strategy and operational benchmarks for the electric vehicle sector.

Mr. Lee holds a master's degree in water treatment and control from Hanyang University in Seoul, Korea, providing him with a solid foundation in water treatment technologies and processes. Additionally, he is an APMG certified PPP professional since 2012.

Christopher Cherry, director

Mr. Cherry is a highly accomplished professional with an extensive background in accounting and finance, spanning over 20 years. His career commenced at KPMG LLP, where he began as a staff accountant and swiftly advanced to the position of senior accountant, focusing on owner-managed businesses and the Canadian Tax Group. At Davidson & Company LLP, he excelled as a senior auditor, specializing in conducting IPO audits for companies seeking listings on the TSX-V. Building on this experience, he embarked on a new journey by joining iO Corporate Services Ltd. as a corporate controller and since 2008, Mr. Cherry has held prominent positions as a director and/or CFO in various companies across diverse industries, ranging from technology to mining, showcasing his versatility and exceptional acumen in both accounting and corporate leadership roles.

Zara Kanji, director

Ms. Kanji is the founder of Zara Kanji & Associates, CPA, established in 2004. Ms. Kanji is experienced in financial reporting compliance for junior listed companies, taxation, general accounting, financial reporting and advisory services for individuals, private and public companies. In addition to providing business advisory and compliance services to private and public entities, Ms. Kanji has served as director and officer for several listed issuers and has been part of teams that have facilitated several financings and acquisition transactions. Ms. Kanji is passionate about financial literacy and regularly provides presentations for entrepreneurs, start-ups, women's groups and new Canadians.

Ms. Kanji is a member of the Chartered Professional Accountants of B.C. and Canada and previously the Certified General Accountants Association since August, 2003. Ms. Kanji holds a bachelor of technology in accounting (honours) and a diploma in corporate finance (honours) from the British Columbia Institute of Technology.

Following the closing, it is expected that each of Cheolsun Kang, Bitnine Global and Graphizer Inc., a California corporation, will hold, both directly and indirectly, more than 10 per cent of the resulting issuer shares issued and outstanding and that Jeremy Wright will hold an aggregate of 201,667 resulting issuer shares. Accordingly, CheolSun Kang, the proposed chairman and a director of the resulting issuer, is the chief executive officer and founder of Bitnine and Bitnine Global, as well as chief executive office of Graphizer. Andrew Ko, the proposed CEO and a director of the resulting issuer, is secretary of Graphizer.

Financial information of AGEDB

A summary of the audited financial information of AGEDB for the period from incorporation on Sept. 12, 2022, to April 30, 2023, disclosed in accordance with TSX-V policies, is included in the attached table.

Additional financial information with respect to AGEDB will be provided in the filing statement to be filed with the TSX-V in connection with the transaction.

About Adagio Capital Inc.

Adagio is a British Columbia-based company and a reporting issuer in the provinces of British Columbia and Alberta. Adagio focuses on strategic investments in high-growth sectors, aiming to create long-term value for its shareholders.

About Advanced Graph Enterprise Database Inc.

Founded in 2022, AGEDB is a Vancouver-based private company with a primary focus on developing and delivering database management system (DBMS) software and technology. AGEDB is a new innovation to the DBMS industry offering hybrid capabilities encompassing relational and graph databases. With a commitment to driving technological excellence, AGEDB aims to empower businesses worldwide with tailored services to address the evolving needs of modern enterprises, enabling organizations to derive insights and make informed decisions smarter.

AGEDB possesses the core technologies of Apache AGE, one of the biggest and most influential open-source graph database projects in the world. AGEDB is a subsidiary of Bitnine Global Inc., which is a wholly owned subsidiary of Bitnine Co. Ltd., the leading provider of graph database management systems in Korea. AGEDB and Bitnine Global have entered into a licensing agreement for the use of three intellectual property (IP) patents owned by Bitnine Global that AGEDB can use in software development as well as providing for exclusive global distributions rights (excluding Korea) for any software products developed and derived from the three IP patents.

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