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 24, 2018) – Match Capital Resources Corp. (TSXV: MHC.H) (“Match” or, the “Company”) is pleased to announce that it has set December 28, 2018 as the closing date for its previously announced business combination with Braingrid Corporation (the “Business Combination”) pursuant to which, among other things, Braingrid Corporation (“Braingrid”) will complete a reverse takeover of Match.
In connection with the completion of the Business Combination, Match will change its name to Braingrid Limited and complete 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 will receive two (2) post-Consolidation common shares of Match in exchange for each common share of Braingrid 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 will 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 as described below.
In connection with the completion of the Business Combination, the Canadian Securities Exchange (the “CSE”) conditionally approved the listing of the Braingrid Shares and Match’s common shares were delisted from the TSX Venture Exchange. Listing of the Braingrid Shares is subject to, among other things, satisfaction of the customary listing conditions of the CSE. Subject to satisfaction of these and other conditions, the Braingrid Shares are expected to begin 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, who will be 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.
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. Such forward looking statements include statements regarding the proposed closing of the Business Combination. 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.