Whatcom Capital Corp. Completes Qualifying Transaction, Consolidation and Name Change to NEXE Innovations Inc.

December 16, 2020
News

Completed an Over-Subscribed Financing of $14.2 million

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Dec. 15, 2020 /CNW/ - NEXE INNOVATIONS INC. (formerly Whatcom Capital Corp.) (TSXV: NEXE) (the "Company") is pleased to announce that it has completed its previously announced "Qualifying Transaction" (the "Transaction"), with the result that the Company is now a Tier 2 Technology issuer under the policies of the TSX Venture Exchange (the "Exchange"). The Company is an advanced materials company which has developed a fully compostable (plant-based) single-serve coffee pod for use in Keurig Brewing Systems and will continue its strategy to be a leading enabler of environmentally and sustainable packaging.

Trading in the common shares of the Company is expected to begin on the Exchange under the Company's new name "NEXE Innovations Inc." and new stock symbol "NEXE" on December 18, 2020.

Darren Footz, CEO of the Company commented: "We are extremely pleased in exceeding our original capital raising goals by completing brokered and non-brokered financings totaling $14.16 million.  Our near-term goals are to complete the commercialization of our NEXE PODs for the Keurig and Keurig compatible brewing systems and to significantly increase production capacity to up to 220 million units by the fourth quarter 2021.  With this additional capital, we plan to create a pipeline of other environmentally friendly, compostable packaging opportunities."

Qualifying Transaction

Pursuant to the terms of an amalgamation agreement (the "Amalgamation Agreement") among the Company, NEXE Innovations Inc. ("NEXE") and a subsidiary of the Company, the Company acquired all of the issued and outstanding securities of NEXE from NEXE's securityholders. Each holder of NEXE Shares received one (1) post-Consolidation common share of the Company (a "Resulting Issuer Share") for each NEXE Share held, each holder of NEXE Class A Preferred Shares, Series A ("Series A Shares") received one (1) Resulting Issuer Share for each Series A Share held, each holder of NEXE Class A Preferred Shares, Series A Preferred ("Series A Preferred Shares") received one (1) Resulting Issuer Share for each Series A Preferred Share held, and each holder of NEXE Class A Preferred Shares, Series 1 ("Series 1 Shares") received one and one-half (1.5) Resulting Issuer Shares for each Series 1 Share held. All currently outstanding convertible securities of NEXE, including NEXE Warrants and NEXE Options were exchanged or replaced with convertible securities of the Resulting Issuer based on a 1:1 ratio and on the same economic terms and conditions as previously issued.

A total of 43,283,035 Resulting Issuer Shares were issued to the NEXE Shareholders. After completion of the Transaction, the NEXE securityholders became securityholders of the Company.

In conjunction with closing of the Transaction, the Company completed a consolidation on the basis of two and one-half pre-consolidation common shares of the Company were exchanged for one post-consolidation common share of the Company (the "Consolidation").  The Company also changed its name to NEXE Innovations Inc. on closing of the Transaction (the "Name Change").  As part of the Consolidation and the Name Change, the CUSIP for the Resulting Issuer Shares was changed to 65344W107.

Brokered and Non-Brokered Private Placement

On September 30, 2020, NEXE completed a brokered private placement, with Canaccord Genuity Corp. as the lead agent and sole book runner (the "Agent"), of 11,437,500 subscription receipts (each a "Subscription Receipt") at a price of $0.80 per Subscription Receipt for gross proceeds of $9,150,000 (the "Concurrent Private Placement").

As a result of closing of the Transaction, each Subscription Receipt automatically converted into one common share of NEXE (an "Underlying Share") and one-half of one share purchase warrant of NEXE (an "Underlying Warrant").  Pursuant to the Amalgamation Agreement, the Underlying Shares and Underlying Warrants were exchanged into Resulting Issuer Shares and common share purchase warrants of the Company ("Resulting Issuer Warrants").  Each Resulting Issuer Warrant is exercisable into a Resulting Issuer Share at an exercise price of $1.00 until December 15, 2021.  

Under the Concurrent Private Placement, the Agent received a cash commission of up to 7% of the total proceeds of the Concurrent Private Placement except for subscribers of the president's list in which case the Agent received a cash commission of up to 3%.  The Agent was also issued a total 692,585 non-transferable common share purchase warrants (each an "Agent's Warrant").  Each Agent's Warrant will be exercisable into one Resulting Issuer Share at a price of $0.80 until December 15, 2021.  The Agent also received a corporate finance fee consisting of $75,000 in cash and 93,750 Resulting Issuer Shares.  NEXE also paid the Agent's reasonable out-of-pocket expenses, including legal fees, plus disbursements and taxes.

On December 15, 2020, NEXE completed a non-brokered private placement financing of 6,273,203 units (each a "Unit") at a price of $0.80 per Unit for total proceeds of $5,018,562 (the "Non-Brokered Financing"). This represents an oversubscription of $518,562 from the previously announced Non-Brokered Financing of $4,500,000.

Each Unit consists of one common share of NEXE and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase a common share of NEXE at a price of $1.00 per share for a period of twelve months from the date of closing.  As a result of closing of the Amalgamation Agreement, shares and warrants issued under the Non-Brokered Financing were exchanged for Resulting Issuer Shares and Resulting Issuer Warrants.

The proceeds of the Concurrent Private Placement and Non-Brokered Financing will be used for product sales, increase production and working capital over the next twelve months.

Outstanding Share Capital and Escrow

As a result of the transaction, there are an aggregate of 65,087,488 Resulting Issuer Shares, of which 18,258,925 Resulting Issuer Shares will be subject to a Tier 2 value escrow agreement. Further, a significant portion of the Resulting Issuer Shares issued to the former shareholders of NEXE are subject to the following restrictions on resale pursuant to the terms of the Amalgamation Agreement:

  • each Resulting Issuer Share issued in exchange for a Series 1 Share of NEXE is subject to a hold period and will be released as follows: 15% on December 15, 2020, an additional 25% April 15, 2021, an additional 30% on July 15, 2021 and a final 30% on October 15, 2021;

  • each Resulting Issuer Share issued in exchange for a Series A Share of NEXE is subject to a hold period and will be released as follows: 20% on December 15, 2020, an additional 30% on April 15, 2021 and an additional 50% on August 15, 2021;

  • each Resulting Issuer Share issued in exchange for a Series A Preferred Share of NEXE will be subject to a hold period and released as to 25% on December 15, 2020, an additional 25% on March 15, 2021 and the remaining 50% on June 15, 2021.

Directors and Officers of the Company

Following the Transaction, the leadership team of the Company:

  • Darren Footz - Chief Executive Officer and Director
  • Raj Kang - Chief Financial Officer & Corporate Secretary
  • Ashvani Guglani - Vice President, Finance and Director
  • Steve Lockhart - Chief Operating Officer
  • Haytham Hodaly - Director
  • Graham Gilley - Director
  • Killian Ruby - Director

Early Warning

Immediately prior to the Transaction, Darren Footz did not hold any common shares or other securities convertible into common shares of Whatcom. As a result of the Transaction, Mr. Footz has beneficial ownership of, or control or direction over, an aggregate of 11,092,949 Resulting Issuer Shares representing approximately 17.04% of the issued and outstanding Common Shares on a non-diluted basis, and 11,592,949 Resulting Issuer Shares and other securities convertible into Resulting Issuer Common Shares within 60 days, representing approximately 17.68%of the issued and outstanding Common Shares on a partially diluted basis.

The Resulting Issuer Shares were acquired for investment purposes and Mr. Footz has no current intention to acquire control or direction over additional securities of the Company as of the date of this news release, either alone or together with any joint actors. A copy of the early warning report providing further details of Mr. Footz's holdings will be available on the Company's SEDAR profile at www.sedar.com. A copy of those reports can be obtained by contacting Raj Kang, Chief Financial Officer, at (604) 359-4725.

Additional Information

Additional information about the Company and the Transaction is available on SEDAR at www.sedar.com under the Company's profile. The summary of the Transaction set out above is qualified in its entirety by reference to the description of the Transaction in the Company's filing statement posted on SEDAR.

About NEXE Innovations Inc.

NEXE Innovations Inc. is a British Columbia-based advanced materials company which has developed a fully compostable (plant-based) single-serve coffee pod for use in Keurig Brewing Systems. The Company purchased its facility in Surrey, British Columbia in 2016. In addition, the Company has developed custom automation through its European and Canadian partners enabling the Company to commercialize its proprietary capsules. The Company believes that the NEXE POD can eventually eradicate the waste created by single serve capsules. The Company's goal is to attract and sustain a significant portion of the single serve market, as there is a growing demand for environmentally friendly and sustainable products.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Forward-Looking Statements

Certain statements in this release are forward-looking statements or information, which include the proposed use of proceeds, commercialization of the NEXE PODs and increase production capacity, create other environmentally friendly compostable packaging opportunities, the date of trading of the Company's common shares on the Exchange, development of technologies, the potential of the Company's technology, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, consumer demand for and sentiment towards the Company's products, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, competition, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions.  Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release.  Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Nexe Innovations Inc.

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