CALGARY, ALBERTA–(Marketwired – Dec. 7, 2016) – Jay Richardson, Chief Executive Officer and Chairman of Walmer Capital Corp. (NEX:WAL.H) (the “Company” or “Walmer”), a capital pool company, is pleased to announce that they have completed the first tranche of its previously announced non-brokered private placement financing (the “Financing”). Pursuant to the Financing, Walmer issued 10,250,000 subscription receipts (the “Subscription Receipts”) at a price of $0.05 per Subscription Receipt for gross proceeds of $512,500. Each Subscription Receipt entitles the holder thereof, upon conversion in accordance with the provisions of the subscription receipt, to acquire one unit (a “Unit”) of the Company for no additional consideration. The conversion of the Subscription Receipts into Units is conditional upon the satisfaction of various conditions including the satisfaction of conditions necessary for the completion of the Qualifying Transaction of the Company. Each Unit will be comprised of one common share of the Company (each, a “Share”) and one half of one common share purchase warrant (each whole a “Warrant”) which is exercisable into one Share of the Company at a price of $0.10 for a period of 18 months from closing.
All securities issued in connection with the Financing are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. A portion of the Financing constitutes a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101”) as all the directors of the Company participated in the Financing, purchasing 800,000 Subscription Receipts. The Financing is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Financing as the details of the participation of the related parties of the Company had not been confirmed at that time.
First Republic Capital Corporation (“First Republic”) acted as the lead finder for the Financing. A cash fee was paid to finders representing 8% of the gross proceeds raised in the Financing. Additionally, finders received that number of compensation options (“Compensation Options”) totaling 8% of the number of Subscription Receipts sold pursuant to the Financing. The Compensation Options are exercisable at a price of C$0.05 per Unit for a period of 18 months after the closing of the Financing. First Republic was paid a corporate finance fee representing 2% of the gross proceeds raised in the Financing and that number of Compensation Options equaling 2% of the number of Subscription Receipts sold in the Financing.
Change of Officers
Jay Richardson has resigned as Chief Financial Officer and Corporate Secretary. The board of directors has appointed John M. Arnold, a long standing director of the Company, as Chief Financial Officer and Corporate Secretary.
Mr. Richardson remains as Chairman and CEO and said: “I am very pleased to have been working with First Republic on this most important step in the series of transactions that we are now embarking upon. We look forward to the completion of the remaining steps and the application to be reinstated to trading on the TSX Venture Exchange.”
Granting of Options
In addition, the Company is pleased to announce that the Company has granted 125,000 incentive stock options to John M. Arnold. The options are exercisable at $0.10 per option for a period of 5 years from the date of grant and have no vesting conditions. The options are being issued under the terms of the Company’s Stock Option Plan which was approved by shareholders at the Company’s Annual General and Special Meeting on July 14, 2016.
About Walmer Capital Corp.: Walmer is a CPC that completed its initial public offering and obtained a listing on the Exchange in May, 2012. In August 2014, Walmer was transferred to the NEX Board of the Exchange (Trading Symbol “WAL.H”) and trading in its shares was suspended. Walmer does not carry on any active business activity other than reviewing potential transactions that would qualify as Walmer’s Qualifying Transaction.
ON BEHALF OF THE BOARD OF DIRECTORS:
Jay Richardson, Chief Executive Officer and Director
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Walmer Capital Corp.
Chief Executive Officer and Director
Toronto Office: 416-410-JAYR