Match Capital Resources Corporation and Braingrid Corporation Announce Definitive Agreement Relating to Reverse Takeover Transaction


Toronto, Ontario–(Newsfile Corp. – October 10, 2018) – Match Capital Resources Corporation (TSXV: MHC.H) (“Match“) is pleased to announce that, further to its June 6, 2018 press release, it has entered into a binding definitive agreement dated as of September 17, 2018 (the “Definitive Agreement“) with Braingrid Corporation (“Braingrid“), to acquire a 100% interest in Braingrid, which will constitute a reverse takeover of Match by the shareholders of Braingrid (the “Transaction“). It is expected that the Transaction will be completed by way of a three-cornered amalgamation among Match, a wholly-owned subsidiary of Match and Braingrid. Match has applied for listing of its common shares on the Canadian Securities Exchange (“CSE“), with such listing to be effective concurrently with the completion of the Transaction and the delisting of the common shares from the TSX Venture Exchange.

In connection with the Transaction, Match will hold an annual and special meeting of shareholders on October 26, 2018 (the “Meeting“) to among other things, approve a share consolidation on the basis of one (1) new common share of Match for every eight (8) existing common shares and approve a name change of the Company to “Braingrid Limited” or such other name as may be approved by the directors. On closing of the Transaction, Match will have 1,076,931 post consolidation common shares outstanding, will have no debt and no convertible securities outstanding. Braingrid intends to hold a special meeting of shareholders on October 23, 2018 to approve, among other things, the Transaction.

Pursuant to the Transaction, the issued and outstanding common shares of Braingrid will be exchanged for common shares of Match on a two (2) post consolidation shares for one (1) share basis and all outstanding convertible securities of Braingrid will be adjusted in accordance with their terms to provide that such securities will become exercisable into common shares of the Resulting Issuer with such adjustments being made on the same 2 to 1 exchange ratio referenced above.

Match has mailed an information and proxy circular, proxy form and related meeting materials (collectively, the “Meeting Materials“) to the shareholders of Match of record on September 7, 2018.

The board of directors of Match unanimously recommends that shareholder vote in favour of all matters to be considered by shareholders at the Meeting. The approval of these items are necessary to the successful completion of the Transaction. Further details on the proposed Transaction, including all matters to be approved at the Meeting, are included in the Meeting Materials and the Definitive Agreement, which may be accessed through the Company’s profile on the SEDAR website (www.sedar.com).

About of Braingrid

Braingrid is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated federally in Canada in 2012.

Braingrid is a precision agriculture technology company that provides an affordable, versatile, and quick-to-install global sensor platform that captures the critical real-time data needed by licensed cannabis producers to increase revenues, reduce costs and reduce risks.

Braingrid has commercialized a proprietary device called the “Sentroller”. These Sentrollers connect to sensors, which measure environmental conditions such as temperature, humidity and CO2. This data is communicated wirelessly to a Braingrid gateway in the facility, which in turn sends the data via cellular modem to Internet-based servers. This data can then be accessed by customers via online dashboards and reports. In addition, the platform can send email alarms to the customer when out-of-bounds conditions are sensed.

Braingrid has business agreements with Ample Organics Inc., WeedMD Inc., Beleave Kannabis Corp. and R2G Global, LLC to develop and deploy its technology.

For the 12-month period ending January 31, 2018, Braingrid had net sales of approximately $45,872 (audited) and a net loss of approximately $1,386,672 (unaudited). As at April 30, 2018, Braingrid had total assets of approximately $1.8 million (unaudited), including cash of approximately $1.5 million (unaudited) and shareholders’ equity of approximately $1.7 million (unaudited).

The major shareholders of Braingrid are its founder Mr. Michael Kadonoff of Toronto, Ontario, who indirectly owns approximately 27% of Braingrid’s current issued and outstanding common shares, and Mr. Kenneth Kadonoff, of Toronto, Ontario, who indirectly owns approximately 27%, of Braingrid’s current issued and outstanding common shares.

Proposed Directors and Officers of the Resulting Issuer

The following sets out details of the proposed directors and management of the Resulting Issuer:

Michael Kadonoff, Founder, Chief Executive Officer and Director

Prior to founding Braingrid in 2012, Michael Kadonoff worked as a professional hardware designer at General Electric Grid IQ on the premier design team for energy grid automation and control products. Michael is an avid inventor and a passionate energy reform visionary. Michael has a B.Eng from McMaster University and a Technologist Diploma in Electrical and Electronics Engineering from Lakehead University.

Matthew Skynner, President & Chief Operating Officer

Matt Skynner has over 25 years of high tech experience, including leading a global, $1B technology business as Corporate Vice President and General Manager at AMD. Matt spent 17 years in various roles at AMD (previously ATI) including Vice President, Corporate Marketing; Vice President, Product Marketing; and Corporate Vice President and General Manager of the Graphics Business Unit. Matt gained deep experience with sensing, control and automation systems during his 10-year tenure at Honeywell Limited. He has also served on the Board of Directors of the IT Association of Canada. Matt is a Professional Engineer and holds a Bachelor of Science in electrical engineering and an MBA from the University of Manitoba.

Kenneth Kadonoff, Executive Chairman

Ken Kadonoff is a nimble, hands-on leader in business development, problem-solving, legal work and interim management in a variety of industries. Mr. Kadonoff practiced commercial law with top Toronto law firms since 1978, then transitioned to COO for a TSX-listed company, and was Vice-Chairman of the Canadian Franchise Association. He has deep established network relationships, business and legal experience across many industries. Mr. Kadonoff holds a B. Comm. from Concordia University (Mtl.) and B.C.L and LL.B. degrees from McGill University (Mtl.).

Doug Harris, Chief Financial Officer

Doug Harris is a Chartered Accountant and a Chartered Business Valuator with over 20 years of experience in the financial services sector, including accounting, operations, corporate finance, equity research, private equity and mergers and acquisitions. Mr. Harris has a BSc. in Physical Geography from the University of Guelph and a MBA (Accg) from the University of Toronto – Rotman School of Management.

David E. Argudo, Director

David Argudo is the Chief Executive Officer of High Hampton Holdings Corp. Mr. Argudo is currently an elected City Official in California and brings a near decade of political experience and over 25 years of leadership in Cannabis advocacy work in California. Mr. Argudo helped pass the Compassionate Act (known as Prop. 215) in 1996 and has since consulted and developed cannabis policies for states and local municipalities, as well as, pioneered local tax measures for cannabis in California. In addition to over 25 years of technical expertise in Cannabis cultivation, manufacturing, retail and distribution, he brings extensive cannabis experience pertaining to the areas of biopharmaceuticals, cancer research, real estate and mortgage financing and has helped license over 420k sq. ft. of cultivation/ manufacturing building space. Mr. Argudo is a Member of the California Growers Association and a Member of the Humboldt Interdisciplinary Institute for Marijuana Research (HiiMR). Mr. Argudo also brings international consulting experience in countries like Germany, Colombia, and Chile.

Eric R. Klein, Director (Chairman, Audit Committee)

Eric Klein focuses on complex mergers, acquisitions, divestitures, financings as well as joint ventures and business valuations of mid-sized Canadian corporations. With more than 30 years of experience, he focuses on providing results-driven corporate finance services for mid-market Canadian companies. Recently, Mr. Klein was a senior executive with a Canadian public financial institution. Prior to that Mr. Klein was the Founder and Managing Director of the Corporate Finance, Valuations & Transaction practice of Farber Financial Group. Mr. Klein is a graduate of McGill University and holds designations as a Chartered Public Accountant and Chartered Business Valuator.

David A. Posner, Director

David Posner is a consultant to Quinsam Capital Corp. and serves as Chief Executive Officer and President of Nutritional High International Inc. He has been a Director of Nutritional High International Inc. since 2014 and its Chairman since 2016. Mr. Posner is a Director of DigiCrypts Blockchain Solutions Inc., as well a director of The Lineage Grow Company Ltd., Capricorn Business Acquisitions Inc. and Aura Health Corp. He served as a director at The Tinley Beverage Company Inc. until 2017. Mr. Posner holds a Bachelor of Arts degree from York University.

Trading Halt

Match’s common shares are currently halted and Match anticipates they will remain halted until the completion of the Transaction.

MATCH CAPITAL RESOURCES CORPORATION

Nadim Wakeam
Director
Telephone: (416) 593-2980

Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance, and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documentation 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 Match should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

SOURCE: Match Capital Resources Corporation