Match Capital Announces Closing Date for the Completion of Reverse Takeover Transaction and Conditional Approval to Commence Trading on the Canadian Securities Exchange on December 28, 2018
Toronto, Ontario–(Newsfile Corp. – December 28, 2018) – Braingrid Limited (CSE: BGRD) (“Braingrid” or, the “Company”) (formerly Match Capital Resources Corporation) is pleased to announce that it has closed its previously announced business combination with Braingrid Corporation (the “Business Combination”) pursuant to which, among other things, Braingrid Corporation (“Braingrid Sub”) completed a reverse takeover of Match Capital Resources Corporation.
In connection with the completion of the Business Combination, Match Capital Resources Corporation changed its name to Braingrid Limited and completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation share for every eight pre-consolidation shares. Pursuant to the Business Combination, among other things, shareholders of Braingrid Sub received two (2) post-Consolidation common shares of the Company in exchange for each common share of Braingrid Sub held by such shareholder immediately prior to the effective time of the Business Combination. As a result of the Business Combination, former shareholders of Braingrid Sub hold approximately 96% of the issued and outstanding common shares of the Company (the “Braingrid Shares”) immediately after completion of the Business Combination. The Company will continue the business of Braingrid Sub as described below.
In connection with the completion of the Business Combination, the Canadian Securities Exchange (the “CSE”) approved the listing of the Braingrid Shares and the Company’s common shares were delisted from the TSX Venture Exchange. The Braingrid Shares began trading on the CSE on December 28, 2018 under the trading symbol “BGRD”.
“Braingrid Limited’s public listing on the CSE is a major milestone for the Company that will provide investors with a unique opportunity to invest in a precision agriculture company focused initially on the cannabis sector,” said Michael Kadonoff, the Chief Executive Officer of Braingrid Limited.
A listing statement describing Braingrid Limited, prepared in accordance with the policies of the CSE, is available on the CSE’s website and on SEDAR at www.sedar.com. The information regarding Braingrid Limited and the Business Combination in this press release is qualified in its entirety by reference to the more detailed disclosure included in the listing statement.
The Company also announced today that Matt Skynner has elected to not renew his employment agreement as the Company’s President and Chief Operating Officer. In accordance with his current agreement, Mr. Skynner has offered to remain with the Company through January 31, 2019. Michael Kadonoff will assume the role of President. The position of Chief Operating Officer will be eliminated.
Mr. Skynner said, “It has been a pleasure working with Michael and the Braingrid team. All the pieces are now in place for Braingrid to thrive, and I wish the team all the best going forward. While it is difficult to leave Braingrid, I am excited to pursue my career aspirations and give back to my community by taking on a senior executive role in the non-profit sector.”
“We thank Matt for his many contributions and wish him the best of luck,” said Michael Kadonoff, Founder and CEO of Braingrid. “We have a strong team and remain well positioned for the future.”
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, and these securities will not be offered or sold in any jurisdiction in which their offer or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available.
Chief Financial Officer
Braingrid Limited (braingrid.io) is a global technology company that provides an affordable, versatile and quick-to-install sensor platform for cannabis cultivators. Braingrid captures real-time data needed to increase revenues, reduce costs and risks, and connects cultivators to their grow on a microclimate level.
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.