Mr.
Young Seung Ko reports
ADAGIO CAPITAL INC. ANNOUNCES RECEIPT OF CONDITIONAL APPROVAL FOR QUALIFYING
TRANSACTION WITH ADVANCED GRAPH ENTERPRISE DATABASE INC. AND FILING OF FILING STATEMENT
Adagio Capital Inc. has received conditional approval from the TSX Venture Exchange with respect to its previously announced
qualifying transaction (as such term is defined in TSX-V Policy 4.2 -- Capital Pool Companies
with Advanced Graph Enterprise Database Inc., a private arm's-length British
Columbia company (AGEDB), pursuant to the terms of an amalgamation agreement dated
Oct. 10, 2023, as amended on Nov. 23, 2023, and Jan. 17, 2024, with 1441651 B.C. Ltd., a newly incorporated, wholly owned
subsidiary of the company (NewCo), and AGEDB.
The Transaction will be 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 the Company. The combined company (thereafter, the "Resulting Issuer") that will
result from the completion of the Transaction (the "Closing") will be renamed "AGEDB Technology
Ltd." or such other name as agreed to by the Company and AGEDB. Subject to final approval of
the TSXV, the common shares of the Resulting Issuer will trade on the TSXV under the symbol
"AGET" 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 TSXV as a Tier 2 Technology issuer.
In connection with the Transaction, the Company has filed a filing statement dated February 26,
2024 (the "Filing Statement") on the Company's SEDAR+ profile, which was prepared in
accordance with the policies of the TSXV. The Filing Statement provides more fulsome and
detailed information with respect to the Company, AGEDB and the Transaction as a whole.
AGEDB obtained the unanimous written consent of its shareholders for the Transaction on
September 21, 2023.
For more information on the Transaction, please see the Company's news releases dated June
1, 2023, August 30, 2023, October 10, 2023, December 5, 2023, and January 17, 2024 filed on
the Company's SEDAR+ profile.
Closing of the Transaction
The Closing remains subject to the satisfaction of various conditions standard for a transaction of
this nature, including but not limited to: (i) receipt of all necessary regulatory, shareholder and
third party consents, waivers and approvals, including the final approval of the TSXV; and (ii) the
absence of any material adverse change in the business, affairs or operations of the Company or
AGEDB, as applicable.
About Advanced Graph Enterprise Database Inc.
AGEDB is a Vancouver, British Columbia-based private company with a primary focus on
developing and delivering cutting-edge database management system ("DBMS") software and
technology. AGEDB is a company that provides enterprise level relational database with full-
scale support and their innovative approach allows for graph data processing on graph DBMS,
a unique feature not available in the market until now. AGEDB aims to empower users of relational
DBMS with enhanced analysis capabilities, enabling them to uncover valuable insights from the
connections and relationships between data points. The management team of AGEDB comprises
individuals with extensive experience in the database market.
AGEDB contributes to 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. ("Bitnine Global"), which is a wholly-owed subsidiary of Bitnine Co., Ltd.
(KOSDAQ:A357880), the leading provider of relational and 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.
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.
Additional Information
All information contained in this press release with respect to the Company and AGEDB was
supplied, for inclusion herein, by the respective parties and each party and its directors and
officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not
limited to, final approval of the TSXV. 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 Filing Statement 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. Trading in
the securities of a capital pool company should be considered highly speculative.
We seek Safe Harbor.
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