Montreal, Quebec–(Newsfile Corp. – March 16, 2020) – GOLO Mobile Inc. (TSXV: GOLO) (“GOLO” or “the Company”) is pleased to announce that on March 13, 2020, GOLO completed its previously announced non-brokered private placement (the “Private Placement”) of 12,055,335 units (“Units”) of GOLO at a price of $0.253 per Unit to certain insiders and related parties of GOLO. Each Unit consisted of one Common Share and one half of one warrant to purchase a Common Share (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.45 per Common Share for a period of 24 months following the closing date of the Private Placement.
GOLO intends to use the gross proceeds of the Private Placement of approximately $3,050,000 to: (i) fund the cash portion of the purchase price for the Company’s previously announced acquisition of all of the issued and outstanding shares of eServus.com Online Services Ltd. (the “Acquisition”); (ii) pay transaction costs for the Acquisition and Private Placement of approximately $250,000; and (iii) fund general working capital requirements of the combined business following completion of the Acquisition.
The securities issued pursuant to the Private Placement are subject to a four-month trade restriction which will expire July 14, 2020.
For additional information about the Acquisition and the Private Placement (including, without limitation, the related party transaction disclosure required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions), please see the Company’s press release dated February 25, 2020, which is available at www.sedar.com.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the Private Placement, James McRoberts acquired ownership, control or direction over Common Shares and/or other securities of GOLO requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to completion of the Private Placement, Mr. McRoberts had ownership of, or exercised control or direction over, 25,826,411 Common Shares (representing approximately 20.28% of the issued and outstanding Common Shares on a non-diluted basis), warrants to acquire 23,529,411 Common Shares and options to acquire 400,000 Common Shares (representing approximately 29.02% of the issued and outstanding Common Shares on a fully-diluted basis).
In connection with the Private Placement, James McRoberts acquired 3,952,569 Common Shares and 1,976,284 Warrants for aggregate consideration of $1,000,000.00. Following completion of the Private Placement, James McRoberts has ownership of, or exercises control or direction over, 29,778,980 Common Shares (representing approximately 21.36% of the issued and outstanding Common Shares on a non-diluted basis), warrants to acquire 25,505,695 Common Shares and options to acquire 400,000 Common Shares (representing approximately 29.38% of the issued and outstanding Common Shares on a fully-diluted basis). Certain of the securities of GOLO held by Mr. McRoberts are subject to escrow restrictions as more particularly described in the Company’s Management Information Circular dated May 24, 2019.
Mr. McRoberts acquired the Common Shares and Warrants for investment purposes and intends to evaluate his holdings on an ongoing basis and to increase his investment in GOLO from time to time as he may determine appropriate. As a result, Mr. McRoberts may, in the future, depending on market and other conditions and subject to compliance with applicable securities laws and the terms of the escrow restrictions to which certain of the securities held by Mr. McRoberts are subject, acquire additional Common Shares through market transactions or otherwise, or may sell all or some portion of the GOLO securities he owns or controls. A copy of Mr. McRobert’s early warning report, which amends information disclosed in an earlier report filed on June 27, 2019, will appear on the Company’s profile at www.sedar.com and may also be obtained from Stephane Morneau, Chief Financial Officer, GOLO Mobile Inc., 514-380-2700 or [email protected].
GOLO provides eco‐friendly delivery of everyday items, such as mobile food orders, pharmacy items, dry cleaning and pet supplies to individuals in high population density areas. The Company’s focus is on office buildings, residential towers, corporate campuses, hospitals, airports and other highly populated areas. GOLO’s business also provides tangible benefits to property managers by way of increased tenant engagement and revenue sharing opportunities. GOLO is publicly traded on the TSX Venture Exchange and its controlling shareholder is controlled indirectly by affiliates of Blackstone Group L.P. and the funds comprising CVC Capital Partners VI.
Forward Looking Information
When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements and information in this news release are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. The forward-looking statements and information in this news release with respect to GOLO include, without limitation: the use of proceeds from the Private Placement, the completion of the Acquisition, and Mr. McRoberts’s intentions to purchase or dispose of additional Common Shares.
With respect to the forward-looking statements contained in this news release with respect to GOLO, assumptions have been made regarding, among other things: the completion of the Acquisition; the transaction costs of the Acquisition and the Private Placement; the Company’s ability to achieve, sustain or increase profitability, and fund its operations with existing capital and/or raise additional capital to fund operations; expenditures by the Company, merchants and customers in the Company’s network; continuing demand for the Company’s services and the pricing of such services; the ability of the Company to market its services successfully to existing and new merchants and customers; the economy and market conditions generally; competition in the mobile delivery industry; stability of the general regulatory environment in which the Company operates; and the absence of significant disruptions to the Company’s operations such as may result from harsh weather, natural disaster, accident or other calamitous event.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Acquisition will be completed on the terms contemplated in this news release or at all; there is no assurance that GOLO will obtain all requisite approvals for the Acquisition, including the approval of the TSXV; following completion of the Acquisition, GOLO may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to GOLO; there is no certainty that GOLO will be able to successfully integrate eServus’ operations or realize the expected benefits or synergies of the Acquisition; there may be liabilities associated with the Acquisition that could have a material adverse effect on GOLO’s business, financial condition or future prospects; GOLO expects to incur a number of costs associated with the Acquisition and the Private Placement and integrating the operations of eServus with GOLO’s existing operations and such costs may exceed GOLO’s expectations or there may be additional unanticipated costs; although GOLO has expectations regarding the use of proceeds from the Private Placement, there may be circumstances where, for business reasons, a reallocation of funds may be necessary as may be determined at the Company’s discretion and there can be no assurance as to how those funds may be reallocated; and the other risk factors that are set forth under the heading “Risk Factors” in the Company’s Management Information Circular dated May 24, 2019, which is available on SEDAR at www.sedar.com.
GOLO cautions that the foregoing lists of assumptions and risks are not exhaustive. When relying on GOLO’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing assumptions and risks and other uncertainties and potential events. The forward-looking information contained in this news release represents the expectations of GOLO as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. GOLO does not undertake to publicly update or revise the forward-looking information contained in this news release to reflect new events or circumstances, except as required pursuant to applicable laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
GOLO Investor Relations
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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