Stockwatch

Smithe Resources Corp
Symbol	SMTH
Shares Issued	7,400,000
Recent Sedar+ Documents

Smithe, MeetAmi enter LOI for merger as QT

2023-12-18 13:00 ET - News Release

Subject: For Immediate Release - "SMITHE RESOURCES CORP. AND MEETAMI INNOVATIONS INC. ANNOUNCE PROPOSED QUALIFYING TRANSACTION" Word Document File: '\\swfile\EmailIn\20231218 094740 Attachment 00075 PRESS Announcing LOI v2a - 1218 updated-v5.docx' - 6 - LEGAL_42836169.5 LEGAL_42836169.5 NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES. SMITHE RESOURCES CORP. AND MEETAMI INNOVATIONS INC. ANNOUNCE PROPOSED QUALIFYING TRANSACTION Vancouver, British Columbia / December 18, 2023 / Smithe Resources Corp. (TSXV: SMTH.P) ("Smithe") and MeetAmi Innovations Inc. ("MeetAmi") are pleased to announce that they have entered into a letter of intent dated December 15, 2023 (the "LOI") that outlines principal terms and conditions of a business combination (the "Proposed Transaction"), which would result in MeetAmi becoming a wholly-owned subsidiary of Smithe, or otherwise combining its corporate existence with a wholly-owned subsidiary of Smithe. Smithe is a Capital Pool Company and intends for the Proposed Transaction to constitute its Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The trading in the common shares of Smithe ("Smithe Shares") has been halted pursuant to the policies of the TSXV. It is anticipated that trading will remain halted until the completion of the Proposed Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 Technology Issuer pursuant to the requirements of the TSXV. Unless otherwise indicated, any capitalized term contained in this press release that is not defined herein has the meaning ascribed to such term in the policies of the TSXV. About MeetAmi Based in Vancouver, BC, Canada, MeetAmi is a fintech company that helps wealth management firms navigate the world of digital assets on behalf of their clients. MeetAmi has created a family of digital assets investing products and services that empower wealth management advisors to bridge the gap between traditional finance and digital assets in North America. This award-winning wealth management platform includes the software, learning and ecosystem to support firms and advisors in designing their digital asset practice, meeting their fiduciary responsibilities, and addressing their proficiency requirements. The organization empowers advisors to confidently invest in digital assets while navigating the digital asset world. Hashim Mitha, Chief Executive Officer of MeetAmi, commented: "This marks a significant milestone in the company's growth, enabling MeetAmi to continue to expand our tools and learning content in the Canadian market. As advisors look to invest in digital assets and meet their clients' evolving interests in these assets, we are well-positioned to help them." Proposed Transaction Summary Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of MeetAmi. Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of MeetAmi ("MeetAmi Shares") will exchange their MeetAmi Shares for post-consolidated common shares of the Resulting Issuer ("Resulting Issuer Shares") on a one-for-one basis (the "Exchange Ratio"). Outstanding options, warrants and other convertible securities of MeetAmi will be exercisable to acquire Resulting Issuer Shares at the Exchange Ratio. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both Smithe and MeetAmi, but is currently anticipated to be completed as a three-cornered amalgamation pursuant to the Business Corporations Act (British Columbia), with the amalgamating entities being MeetAmi and a newly incorporated British Columbia subsidiary of Smithe. Smithe has advanced a $25,000 unsecured loan to MeetAmi in connection with the LOI, which MeetAmi will use towards the Proposed Transaction. The loan is non-interest bearing and repayable within 45 days in the event that the Proposed Transaction is terminated. Convertible Debenture Financing Prior to the closing of the Proposed Transaction, MeetAmi intends to complete a non-brokered private placement offering of unsecured convertible debentures (each, a "Debenture") to raise aggregate gross proceeds of up to $1,000,000 (the "Convertible Debenture Financing"). The Debentures will bear simple interest of 8% per annum and will mature on January 31, 2025, subject to earlier conversion. Immediately prior to the completion of the Proposed Transaction, the outstanding principal amount and accrued interest on each Debenture will be automatically converted into securities of MeetAmi having substantially the same terms as those securities underlying the Subscription Receipts offered in the Concurrent Financing (as such terms are defined below), at a conversion price equal to 80% of the purchase price per Subscription Receipt offered in the Concurrent Financing. MeetAmi intends to use the net proceeds of the Convertible Debenture Financing for content development, technology development, marketing, sales and for general working capital purposes. Finders fees may be payable in connection with the Convertible Debenture Financing on terms to be determined. Concurrent Financing It is anticipated that, in connection with the Proposed Transaction, MeetAmi will complete a private placement (the "Concurrent Financing") of subscription receipts (each, a "Subscription Receipt") for aggregate gross proceeds of up to $4,000,000, with the final offering price, terms and amount to determined by the parties in the context of the market. Each Subscription Receipt will entitle the holder to automatically receive, upon satisfaction of certain escrow release conditions, securities of MeetAmi, which will immediately be exchanged for securities of the Resulting Issuer upon completion of the Proposed Transaction. Further details regarding the Concurrent Financing will be announced in a further press release. Consolidation and Name Change Immediately prior to the closing of the Proposed Transaction, it is anticipated that Smithe will undertake a consolidation (the "Consolidation") of the Smithe Shares at a ratio of 0.68181818 post-consolidation Smithe Shares for every one pre-consolidation Smithe Share, and Smithe will change its name to "MeetAmi Holdings Corp." or such other name as is determined by MeetAmi (the "Name Change"). Conditions to Closing Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation: execution of a definitive agreement; receipt of all required regulatory, corporate and third-party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction; approval of the shareholders of MeetAmi to the Proposed Transaction; completion of satisfactory results from due diligence investigations for each of the parties; cancellation of certain outstanding stock options of MeetAmi; completion of the Convertible Debenture Financing and Concurrent Financing; completion of the Consolidation and Name Change; and other mutual conditions precedent customary for a transaction such as the Proposed Transaction. The Proposed Transaction, and the Consolidation and Name Change are subject to the approval of the TSXV. The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction, is not subject to TSXV Policy 5.9, and it is not expected that the Proposed Transaction will be subject to approval by Smithe's shareholders. There are no Non-Arm's Length Parties of Smithe that are Insiders of MeetAmi. Other than in connection with the Convertible Debenture Financing and the Concurrent Financing, no finders fees are payable with respect to the Proposed Transaction. Additional Information Concerning MeetAmi MeetAmi has developed two products that are currently available in the United States and Canada. The first product, AmiPro, is a wealth management platform for digital assets that enables advisors to invest and hold cryptocurrency with qualified custodians on behalf of their clients. Significant development and intellectual property reside within this proprietary platform, connecting to blockchain and token assets, facilitating trades and extracting that data back to traditional wealth management reporting systems. MeetAmi launched the AmiLearn product in the spring of 2023 to address the knowledge needs of advisors relating to this asset class. AmiLearn offers advisors a subscription to learn about digital assets and stay up to date. MeetAmi has a distribution agreement with Morningstar Inc. to provide access to learning to their Advisor Workstation client base in the US and Canada. MeetAmi was incorporated pursuant to the Business Corporations Act (British Columbia) on December 5, 2019. MeetAmi's share capital consists of an unlimited number of MeetAmi Shares without par value and an unlimited number of preferred shares without par value. Immediately prior to the completion of the Proposed Transaction, it is anticipated that MeetAmi will have approximately 36,453,500 MeetAmi Shares, 5,668,500 common share purchase warrants, 2,325,000 stock options, in addition to the securities to be issued to investors and eligible finders or brokers in connection with the Convertible Debenture Financing and the Concurrent Financing. Principals and Insiders of the Resulting Issuer The board of directors of the Resulting Issuer shall be restructured to consist of four members, consisting of Hashim Mitha (Chief Executive Officer of MeetAmi), Sarah Morton (Chief Strategy Officer of MeetAmi) and two additional directors mutually agreed by Smithe and MeetAmi. The officers of the Resulting Issuer shall consist of the following: Hashim Mitha as Chief Executive Officer, Sarah Morton as Chief Strategy Officer, Vaclav Vincalek as Chief Technology Officer, Stewart Marshall as Chief Financial Officer and additional officers determined by MeetAmi. Further information regarding the proposed Principals and Insiders of the Resulting Issuer will be announced in a further press release. Sponsorship for the Proposed Transaction Sponsorship for the Qualifying Transaction of a Capital Pool Company is required by the TSXV, unless exempt in accordance with TSXV policies. Smithe intends to apply for a waiver from the requirement to obtain a Sponsor for the Proposed Transaction, however, there can be no assurance that a waiver will be obtained. If a waiver from the sponsorship requirement is not obtained, a Sponsor will be identified at a later date. An agreement to act as Sponsor in respect of the Proposed Transaction should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of its completion. Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Smithe intends to file on SEDAR+ (www.sedarplus.ca) a filing statement (or an information circular in the event that the Proposed Transaction requires approval by the shareholders of Smithe), which will contain details regarding the Proposed Transaction, Smithe, MeetAmi and the Resulting Issuer. Further Information Smithe and MeetAmi intend to issue a subsequent press release in accordance with the policies of the TSXV providing further details in respect of the Proposed Transaction, including information relating to the transaction structure, the definitive agreement, descriptions of the proposed Principals and Insiders of the Resulting Issuer, as well as the Concurrent Financing. In addition, a summary of MeetAmi's financial information will be included in a subsequent press release. On behalf of the board of directors of Smithe, and for further information please contact: Andrew Lau CEO, CFO & Corporate Secretary Phone: +1 604-722-9633 Email: andrewlau@evariscapital.com On behalf of the board of directors of MeetAmi: Hashim Mitha CEO Email: hashim@meetami.ca This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of Smithe and MeetAmi 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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration. 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 release. Cautionary Note Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement to be 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. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Cautionary Statement Regarding Forward-Looking Information This news release contains certain forward-looking statements, including statements relating to the Proposed Transaction and certain terms and conditions thereof, the ability of the parties to enter into a definitive agreement and complete the Proposed Transaction, the Consolidation , the Name Change, the Resulting Issuer's ability to qualify as a Tier 2 Technology issuer, the TSXV sponsorship requirements, shareholder, director and regulatory approvals and other conditions for the Proposed Transaction, obtaining TSXV approval, completion of the Concurrent Financing and the Convertible Debenture Financing, use of proceeds, corporate structure of the Resulting Issuer, the duration of the halt in respect of the Smithe Shares, planned future press releases and disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to the financial markets generally, results of the due diligence investigations to be conducted in connection with the Proposed Transaction, the ability of Smithe and MeetAmi to complete the Proposed Transaction, and all other transactions in connection thereto, or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, Smithe and MeetAmi cannot guarantee that the Proposed Transaction and the related transactions will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Smithe and MeetAmi cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Smithe and MeetAmi assume no obligation to update or revise them to reflect new events or circumstances, except as required by law.