County Capital One Ltd. Signs Definitive Agreement with ADCORE and Files Non-Offering Preliminary Prospectus to Advance Qualifying Transaction

TORONTO, ON / ACCESSWIRE / April 18, 2019 / County Capital One Ltd. (the “Corporation“), a “capital pool company” pursuant to the policies of the TSX Venture Exchange (the “Exchange“) announces that it has entered into a definitive securities exchange agreement dated April 18, 2019 with Podium Advertising Technologies Ltd. d/b/a ADCORE (“ADCORE“) in furtherance of the Corporation’s proposed Qualifying Transaction (the “Proposed Transaction“). The Corporation also filed a preliminary non-offering prospectus with the Exchange and the securities regulators in the provinces of Ontario, British Columbia and Alberta in respect of the Proposed Transaction (the “Preliminary Prospectus“). The Preliminary Prospectus can be found on the Corporation’s profile on www.sedar.com.

ADCORE is a leading provider of smart algorithms and machine-learning powered advertising technologies. ADCORE’s suite of solutions empowers digital advertisers with automated solutions to enhance and maximize their Search Engine Marketing (“SEM“). ADCORE’s technologies are designed for in-house marketing professionals, freelancers and advertising agencies to scale their SEM activity and maximize their ROI.

By combining extensive industry knowledge and experience with its proprietary artificial intelligence (“AI“) engine, ADCORE offers a unique SEM platform. In addition to being named numerous times on Deloitte’s Fast 50 Technology list, ADCORE is a certified Google Premier Partner.

ADCORE serves hundreds of clients worldwide including: Digital Marketing Agencies, e-Commerce Businesses, Travel, Financial Technology and Gaming Companies and its strength as an agile and leading player in the industry has led to winning the largest online tender to date in Israel, a CAD $27 million contract with the Israel Government Advertising Agency.

Established in 2006 and 100% owned by its founder and CEO, Mr. Omri Brill, ADCORE employs over thirty people in its headquarters in Tel Aviv, Israel and satellite offices in Melbourne, Australia and Winnipeg, Manitoba.

ADCORE finished its December 31, 2018 fiscal year with sales of approximately CAD $12 million (audited) and adjusted EBITDA of approximately CAD $4 million (based on exchange rates at the time that the Proposed Transaction was initially announced by the Corporation).

THE PROPOSED TRANSACTION

On April 18, 2019, the Corporation entered into a securities exchange agreement (the “Definitive Agreement“) with ADCORE and its founder and sole shareholder, Omri Brill, pursuant to which the Corporation shall acquire all of the issued and outstanding ADCORE common shares (the “ADCORE Shares“) by way of a securities exchange and will exchange all convertible securities of ADCORE for convertible securities of the Corporation. It is intended that the Proposed Transaction will constitute a reverse take-over of the Corporation by ADCORE inasmuch as the former shareholder of ADCORE will own, assuming completion of the Concurrent Financing (as defined below) up to 81.48% of the outstanding common shares in the capital of the Corporation (the “County Shares“). The Corporation following the completion of the Proposed Transaction is herein referred to as the “Resulting Issuer“.

The Proposed Transaction will constitute the “Qualifying Transaction” of the Corporation as such term is defined in Policy 2.4 – Capital Pool Companies (the “CPC Policy“) of the Exchange. The Corporation expects to be classified as a Tier 1 Technology Issuer upon closing of the Proposed Transaction and it is anticipated that the County Shares will trade on the Exchange under the stock symbol “ADCO“.

To the knowledge of the directors and executive officers of the Corporation, the only persons who currently beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the ADCORE Shares is Mr. Omri Brill, who currently controls 100% of the outstanding ADCORE Shares.

On or immediately prior to the closing of the Proposed Transaction, the Corporation will consolidate its outstanding share capital (the “Consolidation”) on the basis of 1 new County Share for each 4.5738 existing County Shares. There are currently 22,869,000 County Shares outstanding which will result in 5,000,000 post-Consolidation County Shares issued and outstanding. The Consolidation will also affect the holders of the Corporation’s outstanding warrants and options, as described below, on the same basis.

On or immediately prior to the closing of the Proposed Transaction, ADCORE will split its outstanding share capital (the “Split”) on the basis of 4,0482,552 new ADCORE Shares for each 1 existing ADCORE Share. There are currently 10,000 ADCORE Shares outstanding which will result in 40,682,552 post-Split ADCORE Shares. The Split will also affect the holders of the outstanding ADCORE options of which there are currently 2,351 outstanding, as described below, on the same basis.

Following the completion of the Proposed Transaction, the Consolidation, the Split and the Concurrent Financing (collectively, the “Transactions”), there will be approximately 49,742,552 common shares of the Resulting Issuer (“Resulting Issuer Shares”) outstanding, and approximately 12,717,766 Resulting Issuer Shares will be reserved for issuance pursuant to convertible securities of the Resulting Issuer.

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined by the Exchange). In addition, the Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. As a result, no meeting of the shareholders of the Corporation is required pursuant to Policy 2.4 of the Exchange or applicable securities laws, however the Corporation does intend to hold an annual and special meeting of shareholders on May 16, 2019 to, among other things, approve certain matters required to complete the Proposed Transaction.

The following table summarizes the proposed pro forma capitalization of the Resulting Issuer following completion of the Proposed Transaction, the Consolidation, the Split and the Concurrent Financing.

Resulting Issuer Shares

Securities Outstanding After Giving Effect to the Proposed Transaction (% of fully diluted)

Issued to ADCORE Shareholders pursuant to the Proposed Transaction

40,482,552

64.88%

Existing County Capital Shareholders

5,000,000

8.01%

Issued to investors on the Concurrent Financing

4,200,000

6.73%

Total Resulting Issuer Shares (basic)

49,682,552

79.62%

Issuable upon exercise of outstanding ADCORE stock options (post-Split and post-Consolidation)

9,517,448

15.25%

Reserved for issuance upon the exercise of warrants to be issued on the Concurrent Financing

2,100,000

3.37%

Reserved for issuance upon the exercise of Broker Warrants to be issued to the Agents on the Concurrent Financing

441,000

0.71%

Reserved for issuance upon exercise of outstanding County Capital stock options and warrants (post-Consolidation)

659,318

1.06%

Total Resulting Issuer Shares (diluted)

62,400,318

100%


ADCORE PRIVATE PLACEMENT

In conjunction with the Proposed Transaction, ADCORE anticipates completing a brokered private placement (the “Concurrent Financing“) of subscription receipts (the “Subscription Receipts“) at $0.50 per Subscription Receipt for minimum aggregate gross proceeds of $2,100,000 and maximum aggregate gross proceeds of $3,000,000. Each Subscription Receipt will, following the completion of the Proposed Transaction and the satisfaction of certain escrow release conditions, entitle the holder to receive, without the payment of additional consideration or taking of further action, one unit of the Resulting Issuer (a “Unit“) consisting of (i) one Resulting Issuer Share, and (ii) one-half of one transferable share purchase warrant of the Resulting Issuer (a “Warrant” or “Warrants“), with each whole Warrant entitling the holder thereof to acquire one Resulting Issuer Share at a price of $0.75 until twenty-four (24) months following the completion of the Proposed Transaction. In connection with the Concurrent Financing, the agents will be entitled to a cash commission equal to 7% of the aggregate gross proceeds raised and will be issued broker warrants exercisable for that number of Units equal to 7% of the number of Units issued under the Concurrent Financing at an exercise price of $0.75 per Broker Warrant until twenty-four (24) months from the closing of the Concurrent Financing (in each case waived in respect of the first $350,000 in subscriptions from the president’s list and reduced to 3.5% for additional president’s list subscribers). Pursuant to the Proposed Transaction, each Resulting Issuer Share and Warrant issued pursuant to the Concurrent Financing will be exchanged for similar securities of the Resulting Issuer on a one for one basis. WD Capital Markets Inc. has been engaged to serve as Lead Agent for the Concurrent Financing, with other agents to be confirmed.

The following table sets out the proposed principal uses of funds by the Resulting Issuer, after giving effect to the Proposed Transaction and assuming completion of the Concurrent Financing:

Minimum Private Placement

Maximum Private Placement

Sales & marketing

$1,314,320

$1,542,800

Research and development

$1,032,680

$1,212,200

Capital expenditures

$328,580

$385,700

Working capital

$1,595,960

$1,873,400

Unallocated Reserve

$422,460

$495,900

Total

$4,694,000

$5,510,000


SELECTED FINANCIAL STATEMENT INFORMATION

The following tables present selected financial statement information on the financial condition and results of operations for the Corporation and ADCORE. Such information is derived from the audited financial statements of ADCORE for the period ended December 31, 2018 and the audited financial statements of the Corporation for the period ended December 31, 2018. The information provided herein should be read in conjunction with such audited financial statements, which have been prepared in accordance with IFRS, and which will be filed on SEDAR when the Corporation files its non-offering prospectus with respect to the Proposed Transaction. The Corporation’s financial statements have been filed on SEDAR.

ADCORE
December 31, 2018
(audited) (USD)

County Capital One
December 31, 2018
(audited) (CAD)

Balance Sheet

Current Assets

$ 3,170,000

$ 1,612,276

Other assets

1,222,000

29,332

Total Assets

4,392,000

1,641,608

Current Liabilities

3,296,000

15,660

Non-Current Liabilities

181,000

Total Liabilities

3,477,000

15,660

Share capital

*

1,664,541

Contributed Surplus

251,385

Additional paid in capital

785,000

Earnings / Deficit

130,000

(289,978)

Shareholders’ Equity

915,000

1,625,948

Total Liabilities and Shareholders’ Equity

$ 4,392,000

$ 1,641,608


PROPOSED MANAGEMENT AND DIRECTORS OF THE RESULTING ISSUER

It is the intention of the Corporation and ADCORE to establish and maintain a board of directors of the Resulting Issuer with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. Upon completion of the Proposed Transaction, the board of the Resulting Issuer is expected to be comprised of four (5) individuals, which will include one (1) nominee of the Corporation and four (4) nominees of ADCORE. The following are brief descriptions of the proposed management and directors of the Resulting Issuer:

Omri Brill: CEO and Director. Mr. Brill has 20 years of experience in the online advertising technology industry. As a leading expert in the field of digital advertising. Mr. Brill combines his expertise with a strong computer science background and a BSc in industrial Engineering from Tel Aviv University.

Roy Nevo: COO and Director. Mr. Nevo is currently responsible for the daily operation of ADCORE. He has 10 years of experience in the online advertising technology industry and he combines his expertise with a strong business background and both L.L.B and MBA degrees from the Ono Academic College (Israel).

Albert Bentov: CTO. Mr. Bentov along with Mr. Brill built the foundation for ADCORE’s software and has served as the company’s head developer ever since. Mr. Bentov has over 20 years of experience in computer programming and holds an MA in Visual and Applied Arts from the National Art Academy, Sofia (Bulgaria).

Enrique David Mamber: CFO. Mr. Mamber currently has primary responsibility for managing ADCORE’s finances. He is responsible for the preparation of the company’s financial statements and has 30 years of experience as a CPA. Mr. Mamber is a member of the Institute of Certified Public Accountants in Israel. Mr. Mamber holds a BA in Accounting and Economics from Tel Aviv University 1973 and MBA from The Hebrew University in Jerusalem.

Ronnie Jaegermann: Director. Mr. Jaegermann has been the Chief Executive Officer and Head of Investment Banking Advisory at Aloni Haft, a Tel Aviv-based boutique investment bank focused on fund raisings for Israeli companies in international capital markets since 2014. He has led multiple businesses in growing them from start-up to profitable companies that became take-out targets. Between November 2012 and October 2013, Mr. Jaegermann was the Chief Executive Officer of JNH International Ltd., a company that manufactures, markets and sells Disney licensed children furniture and toddler and junior Disney bed linen. Mr. Jaegermann holds a BA in Economic and Political Science from Tel Aviv University. Mr. Jaegermann serves as Chief Financial Officer of Cann-Is Capital Corp., a Capital Pool Company, and is a member of the board of directors of Water Ways Technologies Inc.

Jason A. Saltzman: Director. Mr. Saltzman is a partner in Gowling WLG’s Toronto office practicing corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, corporate governance and securities registration and compliance matters. He has taken numerous companies public on the TSX, TSX Venture Exchange and Canadian Securities Exchange by IPO, reverse takeover, capital pool transactions and direct listings. Jason served two terms on the Ontario Securities Commission’s Small and Medium Enterprises Advisory Committee from 2014-2017. Mr. Saltzman is a co-leader of Gowling WLG’s Israel Desk and he is Vice- President and a member of the Board of the Canada-Israel Chamber of Commerce.

Robert Munro: Director. Mr. Munro has been the co-founder, Chief Executive Officer, Chief Financial Officer and a director of The Chrysalis Capital Group Inc. (“Chrysalis”), a private company focused on all aspects of the Capital Pool Company program, since 2006. Mr. Munro has considerable experience with CPCs, having been directly involved in more than a dozen CPC transactions. Mr. Munro is also currently a director of Exclamation Investments Inc., a public investment issuer listed on the Exchange. Mr. Munro holds a Bachelor of Arts degree from Huron College, the founding college of the University of Western Ontario.

SIGNIFICANT CONDITIONS TO CLOSING

The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to completion of the Concurrent Financing, satisfactory due diligence reviews, approval by both boards of directors, approval of ADCORE’s shareholder, obtaining necessary governmental and third party approvals and Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the non-offering prospectus prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

SPONSORSHIP

The Corporation intends to retain a sponsor in connection with the Proposed Transaction, unless a waiver from the sponsorship requirement is obtained from the Exchange. There is no guarantee that such waiver can be obtained. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of completion.

ARM’S LENGTH QUALIFYING TRANSACTION

The control persons of ADCORE are not (and their associates and affiliates are not) control persons in the Corporation. Accordingly, the acquisition by the Corporation of all the issued and outstanding shares of ADCORE is not a Non-Arm’s Length Qualifying Transaction for the purposes of Exchange policies. As a result, the Proposed Transaction will not be subject to approval of the shareholders of the Corporation and therefore no meeting of the shareholders of the Corporation is required as a condition to the completion of the Proposed Transaction, however the Corporation does intend to hold an annual and special meeting of shareholders on May 16, 2019 to, among other things, approve certain matters required to complete the Proposed Transaction.

INSIDERS OF THE RESULTING ISSUER

Other than has been previously referred to in this press release, and to the knowledge of the directors and senior officers of the Corporation or ADCORE, no person will become an insider of the Resulting Issuer as a result or upon completion of the Proposed Transaction.

ABOUT COUNTY CAPITAL

County Capital brings together an elite group of industry leaders with a mandate to create and complete a series of professionally managed Capital Pool Companies. For more information about County Capital and the CPC Program, please visit www.countycapital.ca

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Corporation’s future plans and intentions and completion of the Proposed Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

For further information please contact:

County Capital One Ltd.
Robert Munro, CEO
Telephone: 888.448.4946
Email: rob@countycapital.ca
Website: www.countycapital.ca

ADCORE
Omri Brill, CEO
Telephone: +972-3-566-3444
Email: info@adcore.com
Website: www.adcore.com

WD Capital Markets Inc.
Tyler Lang, Sr. Managing Director
Telephone: 416.847.6904
Email: tyler@wdcapital.ca
Website: www.wdcapital.ca

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

SOURCE: County Capital One Ltd.

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