NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICESTracker Ventures Corp. an analytics software company listed on the Canadian Securities Exchange is pleased to announce, further to its news releases dated October 6, 2020, and October 19, 2020, that it has entered into a definitive share exchange agreement with Contakt World Technologies Corp. Contakt LLC and the shareholders of …
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Tracker Ventures Corp. (“Tracker” or the “Company”) (CSE:TKR)(OTC PINK:TLOOF)(FWB:B2I), an analytics software company listed on the Canadian Securities Exchange (the “CSE”), is pleased to announce, further to its news releases dated October 6, 2020, and October 19, 2020, that it has entered into a definitive share exchange agreement (the “Definitive Agreement”) with Contakt World Technologies Corp. (“Contakt Parentco”), Contakt LLC (“Contakt World”) and the shareholders of Contakt Parentco (the “Vendors”) to indirectly acquire a 100% interest in Contakt World, a technology company modernizing the contact tracing process through next-gen data integrations, strategic health partnerships and respect for user privacy to empower and build mutual trust within communities (the “Acquisition”). The Acquisition is expected to close on or before December 31, 2020, subject to customary closing conditions. The Definitive Agreement supersedes the letter of intent between Tracker and Contakt World dated October 4, 2020
For further information respecting Contakt World and its business, please refer to the Company’s news release dated October 6, 2020.
Contakt Parentco holds 100% of the membership interests in Contakt World. The Definitive Agreement provides for, among other things: (i) the Acquisition by Tracker of 100% of the currently outstanding 20,000,100 common shares of Contakt Parentco in exchange for 10,000,050 common shares (“Tracker Shares“) and 100,001 Class A shares (“Tracker Compressed Shares” and, together with the Tracker Shares the “Consideration Shares“) of Tracker. Each of the Tracker Compressed Shares will entitle the holder thereof (A) to 100 votes at general and special meetings of shareholders of Tracker and (B) to convert such Tracker Compressed Shares into Tracker Shares on a one to one hundred (1:100) basis; (ii) an advance of up to $1,000,000 to Contakt World prior to, upon or subsequent to closing of the Acquisition; (iii) the issuance of 5,000,000 restricted share units (“RSUs“) on closing to consultants, such RSUs to vest on a quarterly basis over the 21 months following the Acquisition; and (iv) the potential, but not the obligation, for the issuance of additional shares and warrants by Contakt Parentco to investors (“New Vendors“) in a financing to be conducted prior to closing. Any issuance of securities to a New Vendor will be subject to such New Vendor executing a joinder agreement to be bound under the Definitive Agreement.
Completion of the Transaction is subject to a number of customary conditions, including, amoung other things, approval of shareholders of the Company and the CSE. Trading of Tracker’s shares on the CSE has been halted in connection with the announcement of the Acquisition and is not expected to resume until the CSE has approved a Form 2A Listing Statement for the resulting issuer from the Acquisition. Completion of the Acquisition is also subject to entry into of a pooling agreement by the Vendors respecting the quarterly release of 87.5% of the Consideration Shares over the 21 months following the Acquisition. There can be no assurance that the Acquisition will be completed on the terms proposed in the Definitive Agreement or at all.
Zayn Kaylan, Tracker’s Chief Technology Officer and interim Chief Financial Officer stated “We are excited to announce the completed definitive agreement for the Acquisition of Contakt World today.”
“The Acquisition by Tracker opens the door for Contakt World to commercialize its platform in the near term, which we expect could save countless lives as health agencies together with businesses and institutions in their jurisdictions deploy our solutions,” stated Justin Beck, Chief Executive Officer and founder of Contakt World. “We hope to make a material impact on the COVID-19 response in the United States and abroad, while placing our system in the hands of local, state and national health agencies to mitigate any disease or contagion through a trusted, private link with their communities – particularly vulnerable populations left behind by other tracing systems.”
About Contakt World
Contakt World is a technology company innovating the contact tracing process, with the goal of becoming the most trustworthy, accessible and scalable contact tracing and health surveillance system globally. Contakt World combines aggressive research and development, next-gen data integrations and strategic health partnerships to empower and build mutual trust within communities, all contributing towards health equity and the reduction of healthcare disparities for users around the world. For more information, please visit the Company’s website at www.contakt.world, which will be updated soon to reflect the progress of the company since its founding in March 2020.
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.
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CEO and Director
Contakt Investor Contact
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The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
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 and the timing thereof, the conditions precedent to completion of the Acquisition and the Company’s future business plans once the Acquisition has been completed. The forward-looking statements reflect the Company’s and Contakt’s respective 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 and Contakt believe 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 Definitive Agreement; and whether the parties are able to obtain all necessary regulatory approvals for the Acquisition. 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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