Mr. Shaun Maine reports
CONVERGE TECHNOLOGY SOLUTIONS CORP. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION AND CONCURRENT FINANCING
Converge Technology Solutions Corp. (formerly Norwick Capital Corp.) has completed a qualifying transaction under the policies of the TSX Venture Exchange. In connection with the transaction, Converge acquired all of the issued and outstanding Class A common shares of Converge Technology Partners Inc. and Converge Technology Partners amalgamated with Norwick Acquisition Corp. The amalgamated entity, named Converge Technology Partners Inc., is a wholly owned subsidiary of Converge.
Immediately prior to the amalgamation on Nov. 6, 2018, Converge (named Norwick Capital at that time) completed a name change to Converge Technology Solutions Corp. and consolidated its share capital on the basis of one postconsolidation common share of Converge for every 3.2 Converge shares existing immediately before the consolidation. Pursuant to the amalgamation on Nov. 7, 2018, each issued and outstanding Class A common share of Converge Technology Partners was exchanged for one Converge share.
As previously announced, Converge Technology Partners completed a private placement of subscription receipts for aggregate gross proceeds of $5.5-million. In connection with the completion of the transaction, each subscription receipt was automatically exchanged for one Class A common share of Converge Technology Partners and the holders of Class A common shares of Converge Technology Partners, including those investors in the concurrent financing, received one Converge share in exchange for each outstanding Class A common share of Converge Technology Partners.
Former shareholders of Converge Technology Partners received an aggregate of 74,355,034 Converge shares. Upon completion of the transaction, former shareholders of Converge Technology Partners hold approximately 98.25 per cent of the outstanding Converge shares. There are currently 75,683,159 Converge shares outstanding after completion of the transaction and concurrent financing. For additional information about Converge and the transaction, please refer to the filing statement dated Nov. 1, 2018, which has been filed on Converge's profile on SEDAR.
The reconstituted board of directors of Converge comprises Shaun Maine, Gordon McMillan, Brian Philips and Nathan Chan.
The TSX Venture Exchange has conditionally approved the listing of the Converge shares. Final acceptance by the TSX-V is subject to Converge fulfilling certain customary conditions, including the filing of final documentation. The Converge shares are expected to commence trading on the TSX-V under the symbol CTS on or about Nov. 13, 2018.
Pursuant to the terms of a value security escrow agreement dated Nov. 7, 2018 among Converge, Computershare Investor Services Inc., as escrow agent, and certain securityholders of Converge, an aggregate of 20.45 million Converge shares have been placed in escrow, whereby 10 per cent of such securities will be released immediately upon the issuance of the TSX-V bulletin evidencing final acceptance of the transaction, with the balance to be released in six equal tranches of 15 per cent every six months thereafter. In addition, 32,403,223 Converge shares are subject to a hold period in accordance with the policies of TSX-V, whereby 10 per cent of such securities will be released upon closing of the transaction, with the balance to be released in six equal tranches of 15 per cent every six months thereafter.
Former management of Converge have sold and transferred within escrow an aggregate of 840,000 preconsolidation shares of Converge to the new management of Converge at a price of 7.5 cents per preconsolidation share of Converge in conjunction with closing of the transaction.
Shaun Maine, chief executive officer and a director of Converge, beneficially owns or controls 11.45 million Converge shares, representing an aggregate of approximately 15.13 per cent of the outstanding Converge shares (12.88 per cent of the outstanding Converge shares on a fully diluted basis). Gordon McMillan, chairman of the board of directors of Converge, beneficially owns or controls 8.25 million Converge shares, representing an aggregate of approximately 10.90 per cent of the outstanding Converge shares (9.29 per cent of the outstanding Converge shares on a fully diluted basis). Early warning reports will be filed by Mr. Maine and Mr. McMillan in accordance with applicable securities laws. To obtain a copy of the early warning reports, please contact Mr. Maine or Mr. McMillan care of (c/o) Converge Technology Solutions, suite 2325, 161 Bay St., Toronto, Ont., M5J 2S1, telephone: 416-360-1495.
Technology Solutions Corp.
Converge Technology represents the intersection of disruptive technologies and foundational infrastructure solutions, and is building a platform of regionally focused hybrid information technology solution providers that deliver best-of-breed solutions and services to customers. These capabilities are enhanced by advanced expertise in multicloud solutions, blockchain, resiliency and managed services, enabling Converge to address the business and IT issues that public and private sector organizations face today. A complete description of Converge's business is contained in the filing statement.
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