Tracker Provides Supplemental Disclosure to Its Management Information Circular

- December 9th, 2020

Tracker Ventures Corp. announces that it is providing supplemental disclosure to the Company’s Management Information Circular and Proxy Statement dated November 10, 2020 in respect of the Annual General and Special Meeting of the Shareholders of the Company to be held at 10:00 a.m. on December 16, 2020. This release should be read in conjunction with the Circular as a whole. Capitalized terms not otherwise defined …

Tracker Ventures Corp. (CNSX:TKR)(OTC PINK:TLOOF)(FRA:B2I) (the “Company” or “Tracker”) announces that it is providing supplemental disclosure to the Company’s Management Information Circular and Proxy Statement dated November 10, 2020 (the “Circular”) in respect of the Annual General and Special Meeting of the Shareholders of the Company (the “Meeting”) to be held at 10:00 a.m. (Vancouver Time) on December 16, 2020. This release should be read in conjunction with the Circular as a whole. Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Circular

Background to Proposed Share Reorganization

The Company has proposed a reorganization (the “Reorganization“) of the Company’s share structure, to facilitate completion of the Company’s proposed acquisition (the “Acquisition“) of Contakt World Technologies Corp. (“Contakt Parent“), as contemplated in the amalgamation agreement (the “Amalgamation Agreement“) among the Company, the Company’s wholly-owned subsidiary, 1276313 B.C. LTD. (“Subco“), Contakt Parent, Contakt, LLC (“Contakt World“) and certain founding shareholders of Contakt Parent (the “Founding Contakt Shareholders“) dated December 3, 2020. The Amalgamation Agreement replaced and superseded the share exchange agreement among the Company, Contakt Parent, Contakt World and the Founding Contakt Shareholders, dated October 29, 2020.

Under the Amalgamation Agreement, the Acquisition will be completed by way of a three-cornered amalgamation, whereby, Subco and Contakt Parent will amalgamate under the Business Corporations Act (British Columbia) and the resulting entity will become a wholly-owned subsidiary of the Company and, among other things, (i) the holders of common shares of Contakt Parent other than the Founding Contakt Shareholders will receive Class A Subordinate Voting Shares (defined below) of Tracker on a one-for-one basis for each Contakt Parent common share held and (ii) the Founding Contakt Shareholders will receive (A) 1/200 of one Class B Super Voting Share (defined below) and (B) ½ of one Class A Subordinate Voting Share for each common share of Contakt Parent held.

Shareholder approval respecting the Acquisition and Amalgamation Agreement will be sought by Tracker at a later date.

Proposed Share Reorganization

At the Meeting, shareholders will be asked to approve a special resolution to authorize and approve the Reorganization (the “Amendment Resolution“), being an amendment of the notice of articles and articles of the Company to (i) amend the rights and restrictions of the Company’s existing class of common shares and redesignate such class as class A subordinate voting shares (the “Class A Subordinate Voting Shares“) and (ii) create a class of super voting common shares designated as class B super voting shares(the “Class B Super Voting Shares“). These changes will be implemented only in the event that all conditions to the Acquisition have been satisfied or waived (other than conditions that may be or are intended to be satisfied only after the Amendment Resolution is implemented).

The Reorganization has been proposed to minimize the number of voting securities of the Company that are held by U.S. residents following completion of the Acquisition. This will help ensure the Company remains a “foreign private issuer” under United States securities laws and, thus, avoid significant reporting obligations that it would otherwise face if it were designated a United States “domestic issuer”.

Effect on Voting

The Reorganization is not expected to affect the relative voting power of any group of shareholders of the Company or the resulting issuer. The following table describes the effect of the Acquisition and the Reorganization on the Company’s shares and each shareholder group’s relative voting power.

Before the Acquisition and Reorganization

After the Acquisition and Reorganization

Group

Number
and Class
of Shares
Held

Aggregate
Number of
Tracker
Votes of
Held by
Group

Number of
Class A
Subordinate
Voting
Shares Held
(A)

Aggregate
Number of
Tracker
Votes A
taching to
(A)

Number
of Class
B Super
Voting
Shares
Held
(B)

Aggregate
Number of
Tracker
Votes
Attaching
to (B)

Aggregate
Number of
Tracker
Votes
Attaching
to (A) and
(B)

Tracker
Common
Shareholders

15,262,634
Tracker
Common
Shares

15,262,634

15,262,634

15,262,634

Nil

Nil

15,262,634

Contakt
Parent
Shareholders
Other Than
the
Founding
Contakt
Shareholders

5,080,000
Contakt
Parent
Common
Shares

Nil

5,080,000

5,080,000

Nil

Nil

5,080,000

Founding
Contakt
Shareholders

20,099,318
Contakt
Parent
Common
Shares

Nil

10,049,659

10,049,659

100,497

10,049,700

20,099,359

Coattail Agreement

The Company also wishes to clarify that pursuant to the Amalgamation Agreement, the Founding Contakt Shareholders have agreed to enter into a coattail agreement (the “Coattail Agreement“) respecting their Class B Super Voting Shares on closing of the Acquisition. The terms of the Coattail Agreement will be approved by the Canadian Securities Exchange and will contain provisions customary for dual class companies designed to prevent transactions that would otherwise deprive the holders of Class A Subordinate Voting Shares of rights under the take-over bid provisions of applicable Canadian securities laws to which they would have been entitled if the Class B Super Voting Shares had been Class A Subordinate Voting Shares. A copy of the Coattail Agreement will be filed on SEDAR after it is entered into.

As a result of the foregoing, the following disclosure on page 18 of the Circular is no longer relevant:

“IN THE EVENT THAT A TAKE-OVER BID IS MADE FOR THE CLASS B SUPER VOTING SHARES, THE HOLDERS OF CLASS A SUBORDINATE VOTING SHARES SHALL NOT BE ENTITLED TO PARTICIPATE IN SUCH OFFER AND MAY NOT TENDER THEIR SHARES INTO ANY SUCH OFFER, WHETHER UNDER THE TERMS OF THE CLASS A SUBORDINATE VOTING SHARES OR UNDER ANY COATTAIL TRUST OR SIMILAR AGREEMENT.”

About Tracker Ventures Corp.

Tracker Ventures (CSE:TKR; OTC:TLOOF; FWB: B2I) is an analytics software company that leverages blockchain and digital asset technology to transform and modernize multiple industries. Tracker is taking a diversified approach to the analytics and technology space, delivering practical solutions in the health, finance, logistics and pharmaceutical industries. The Company’s turnkey real-time tracking solutions offer the very latest in IoT and AI, providing valuable data and business intelligence to some of the world’s leading brands. For more information, please visit www.tkrventures.com.

Tracker Ventures Contact

Zayn Kalyan
CFO and Director
Direct: 778-938-3367

Forward Looking-Statements

Certain information set forth in this press release contains statements that reflect “forward-looking information”, as such term is defined under Canadian securities laws (“forward-looking statements“). These forward-looking statements are often identified by words such as “intends”, “anticipates”, “expects”, “believes”, “plans”, “likely” or similar words. Specifically, this news release includes forward looking statements regarding completion of the Acquisition, the Meeting, the Reorganization and the entry into of the Coattail Agreement. The forward-looking statements reflect the Company’s management’s expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward-looking statements. Among the key factors that could cause actual results to differ materially are: whether the parties are able to satisfy the relevant conditions precedent under the Amalgamation Agreement. The forward-looking statements may also be affected by risks and uncertainties in the business of Tracker, including those described in the Company’s public filings available on www.SEDAR.com. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

SOURCE: Tracker Ventures Corp.

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