NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, Jan. 16, 2025 (GLOBE NEWSWIRE) — Pelican Canada Inc., doing business as Pelican AI (“Pelican” or the “Company”) and Christie Capital Corp. (“Christie”) are pleased to announce that Pelican has launched a brokered private placement of subscription receipts (each, a “Subscription Receipt”) at a price of C$0.25 per Subscription Receipt for total gross proceeds of up to C$5,000,000 (the “Offering”).
Canaccord Genuity Corp. (the “Lead Agent”) is acting as sole lead manager and sole bookrunner in connection with the Offering, together with a syndicate of agents including Research Capital Corporation (“Research Capital” and together with the Lead Agent, the “Agents”).
The Offering
The Offering is being undertaken in anticipation of the business combination transaction that will result in a reverse takeover of Christie by Pelican (the “Transaction”), that was previously announced in a news release by Christie on December 3, 2024. The Transaction will be structured as a three-cornered amalgamation, whereby a wholly-owned subsidiary of Christie formed for such purpose will amalgamate with Pelican (the “Amalgamation”). Christie following the completion of the Transaction is referred to as the “Resulting Issuer”.
Completion of the Transaction is subject to a number of conditions, which include, among others, receipt of all necessary board, shareholder and regulatory approvals, including the conditional approval of the listing of the common shares of the Resulting Issuer on the TSX Venture Exchange (“Exchange”). In connection with the Transaction, the Resulting Issuer intends to change its name to “PelicanAI Corp.” or such other name as mutually agreed to by Christie and Pelican and acceptable to the regulators (the “Name Change”).
The Lead Agent shall have the option (the “Agents’ Option”) to increase the size of the Offering by up to an additional 20% of the Subscription Receipts sold under the Offering, exercisable in whole or in part, at any time and from time to time, prior to the closing date of the Offering (the “Offering Closing Date”), which is expected to occur in Q1 2025.
Upon the satisfaction of the Escrow Release Conditions (as defined below) each Subscription Receipt will be automatically exchanged, without payment of any additional consideration and without further action on the part of the holder thereof, into one common share of Pelican (each, a “Pelican Share”). On closing of the Transaction, each Pelican Share will be exchanged for one common share of the Resulting Issuer. As a result of the Transaction, the common shares of the Resulting Issuer issued to former holders of Subscription Receipts are anticipated to be free-trading.
On the Offering Closing Date, the gross proceeds from the Offering, less the cash commission payable to the Agents and the reasonable costs and expenses of the Agents payable by Pelican (collectively the “Escrowed Funds”) will be delivered to and held by an escrow agent mutually acceptable to Pelican and the Lead Agent (the “Escrow Agent”). The Escrowed Funds will be subject to customary escrow release conditions (the “Escrow Release Conditions”), including, among other things, the satisfaction or waiver of the conditions precedent to the completion of the Transaction, upon satisfaction of which, the Escrowed Funds (less any remaining expenses of the Agents) will be released to Pelican.
In the event that the Escrow Release Conditions are not satisfied prior to 11:59 p.m. (Toronto time) on the date that is 180 days after the Offering Closing Date or such later date as Pelican and the Agents may agree (the “Escrow Deadline”), the Escrow Agent will return to holders of Subscription Receipts an amount equal to the aggregate issue price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. To the extent that the Escrowed Funds are insufficient to pay such amounts to the holders of the Subscription Receipts, Pelican will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.
The net proceeds of the Offering, when released to Pelican, will be used for working capital and general corporate purposes.
Exchange Listing
Christie is a “reporting issuer” in the Provinces of British Columbia and Alberta, but is not currently listed for trading on any stock exchange. Christie has applied to list the common shares of the Resulting Issuer on the Exchange, and completion of the Transaction is subject to, among other things, receiving conditional listing approval from the Exchange.
Management of the Resulting Issuer
In connection with the closing of the Transaction (the “Closing Date”), all of Christie’s current directors and executive officers will resign and the board of directors and executive officers of the Resulting Issuer will be comprised of nominees of Pelican. Subject to Exchange and shareholder approval, it is anticipated that the following persons will serve as the officers and directors of the Resulting Issuer:
Sasha Grujicic – Chief Executive Officer
Mr. Grujicic is the former CEO of NowVertical Group Inc., listed on the TSX-V under the symbol “NOW”. Mr. Grujicic previously acted as Chief Strategy Officer of 1QBit Advanced Quantum Computing, a privately held corporation based in Vancouver, British Columbia. Prior to that, Mr. Grujicic was Chief Strategy and Digital Officer of Dentsu Aegis Network, a subsidiary of the Dentsu Group Inc., listed on the Tokyo Stock Exchange, where he was responsible for running product and service development delivery, M&A integration, financial and operational oversight and business development.
Anand Phanse – Chief Financial Officer
Mr. Phanse is an experienced financier who started his financial career at Bear Stearns (now part of JP Morgan) and then worked at Lehman Brothers. Mr. Phanse was the former Chief Financial Officer of Billon Group Ltd., a UK-based blockchain technology company. Mr. Phanse was a partner and investment director at Fjord Capital Partners Ltd., a venture investment firm, and where, among many other investments, he successfully led the final round of Tesla Motor’s pre-IPO financing. Mr. Phanse was previously selected as a Global Leadership Fellow at the World Economic Forum. Mr. Phanse has served as a board member and advisor to several fast-growing companies and a business innovation trainer in the European Commission’s Horizon 2020 SME programme. Mr. Phanse graduated with a bachelor’s in technology (chemical engineering) and holds an MBA.
Daren Trousdell – Executive Chairman, Director, Chair of the Compensation Committee and Affiliate Transaction Committee
Mr. Trousdell is a serial entrepreneur with 20 years of experience in founding, growing, and exiting technology companies, including NowVertical Group and Clip Money Inc. Mr. Trousdell has extensive global M&A experience, handling deals valued from US$5 million to over US$400 million on both buy and sell sides, covering deal origination, execution, and integration. Mr. Trousdell previously founded and sold Mindblossom, a digital media and technology agency, to Dentsu Aegis Network, later leading North American client strategy and corporate development for the group.
Parth Desai – AI Evangelist, Founder, Director
Mr. Desai is the founder of Ace Software Solutions, Inc. and the Pelican group of companies. Mr. Desai graduated from Georgia Tech with a master’s degree in artificial intelligence and honed his skills under AI pioneer Roger Schank, specializing in AI and natural language processing. Mr. Desai has built a global team with deep AI expertise, driving innovation in the banking, financial services, and insurance sectors, focusing on payments, security, anti-money laundering, and risk management.
Faran Siddiqui – Vice-President, Technology
With over two decades in trading, technology, and investment management, Mr. Siddiqui is one of Canada’s most distinguished exchange engineers, having built the BitBuy Exchange as well as optimizing and regulating CoinSquare and CoinSmart. Mr. Siddiqui has held executive and engineering roles across fintech and financial institutions including Co-founder & Chief Technology Officer at CapFi, focusing on high-frequency trading, low-latency systems, risk management, and team leadership.
John Desmond – Director, Chair of the Audit Committee
Mr. Desmond is an independent director at Pelican. He has over 40 years in public accounting, serving mid-cap public and private equity-backed companies across industries including manufacturing, banking, and technology. Mr. Desmond was previously the Partner-in-Charge and Senior Audit Partner, Grant Thornton LLP (New York & Long Island), and is a current board member of The First National Bank of Long Island, Clip Money Inc. (CSE), Spirit of America Investment Funds Inc., Nassau Heath Care Corporation, and the Theodore Roosevelt Council, Boy Scouts of America.
John Adamovich – Lead Director, Chair of the Governance and Nominating Committee
Mr. Adamovich is an independent director at Pelican. He has over 40 years combined experience serving publicly held companies as a CFO (of Now Vertical Group (TSX), Aeroflex Holding Corporation (NYSE), Pall Corporation (NYSE), and Rainbow Media Enterprises (a subsidiary of Cablevision Systems Corporation)), and SEC Reviewing Partner at KPMG LLP. He is a current board member of Voxx International Corporation (NASDAQ).
Marcel Van der Wal – Director
Mr. Van der Wal is an independent director at Pelican. Mr. Van der Wal is the former Chief Revenue Officer, Chief Operating Officer, and board member at Ace Software Solutions Limited. Mr. Van der Wal has 30 years of leadership in mission critical enterprise software, M&A and private equity. He co-founded Rorke Data Inc., growing it to US$60 million in annual revenue and 240+ employees. Thereafter, as Director Europe at Oracle Financial Services Software (Reuters: OFSS) in 10 years he significantly contributed within OFSS to become a global core banking software leader. At Temenos Banking Software (Reuters:TMNS), he rebuilt the Benelux region and launched its first SaaS platform in 2012. As partner of IT technologies at Quadrum Capital private equity he drove their software and technology investments and correlated M&A activities.
Shareholder Approvals
Prior to the Closing Date, Christie intends to seek requisite shareholder approval by written consent to approve, among other things, (i) the Name Change; (ii) the election of the directors to replace the current directors of Christie conditional upon the completion of the Transaction; (iii) the Amalgamation; (iv) the appointment of new auditors; and (v) such other matters as Pelican may reasonably request in connection with the Transaction. Pelican will convene a meeting of its shareholders for the purposes of approving the Amalgamation.
Further details of the Offering, the Transaction and the business and operations of Pelican (including applicable financial statements) will be described in the listing application or other applicable disclosure document to be prepared in accordance with the policies of the Exchange. A copy of the listing application or other applicable disclosure document will be available electronically on SEDAR+ under Christie’s issuer profile in due course.
As noted above, completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all.
Description of Pelican and its Business
Pelican specializes in providing AI-driven solutions for payment processing and financial crime compliance. With over 25 years of experience, Pelican leverages artificial intelligence, machine learning, and natural language processing to support banks, fintech companies, and corporations in managing payments and ensuring regulatory compliance. Operating in over 55 countries, Pelican has processed more than one billion transactions, encompassing various payment types and global banking standards.
All information contained in this news release with respect to Pelican and the proposed officers and directors was supplied by Pelican for inclusion herein and Christie has relied on the accuracy of such information without independent verification.
For additional information, please contact:
Christie Capital Corp.
Binyomin Posen, Chief Executive Officer
T: +1 (647) 982-2494
E: bposen@plazacapital.ca
Pelican Canada Inc.
Daren Trousdell, Executive Chairman
T: +1 (732) 603-4990
E: daren@koatcapital.com
Investors are cautioned that, except as disclosed in the listing application or other applicable disclosure document 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 Christie should be considered highly speculative.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has in any way passed upon the merits of the Transaction nor accepts responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the Offering in the United States. The securities 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, scheduled”, forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur to be achieved) are not statements of historical fact and may be forward-looking information.
More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction and the Offering. In disclosing the forward-looking information contained in this press release, each of Christie and Pelican has made certain assumptions, including that: all necessary board, shareholder and regulatory approvals for the Transaction and the Offering will be received, including the approval of the Exchange with respect to the listing of the Resulting Issuer common shares; the Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature and in any event prior to the Escrow Deadline; the proposed directors and officers of the Resulting Issuer will be approved by the Exchange; and the Offering will be completed on terms acceptable to Christie, Pelican, and the Agents. Although Christie and Pelican believe that the expectations reflected in such forward-looking information are reasonable, they can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: the ability of Pelican and Christie to consummate the Offering and/or Transaction and the timing thereof; the approval of the board of directors and/or shareholders of Pelican and Christie of the Transaction and/or Offering; the ability of the Resulting Issuer to obtain conditional listing approval from the Exchange; delay or failure to receive third party consents or regulatory approvals; and general business, economic, competitive, political and social uncertainties.
There can be no certainty that the Transaction or the Offering will be completed on the terms mutually satisfactory to the parties or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, each of Christie and Pelican disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
