Dynamo Capital Announces Completion of CareSpan Subscription Receipt Financing

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

VANCOUVER, BC / ACCESSWIRE / August 6, 2021 / Dynamo Capital Corp. (TSXV:DDD.P) (the “Company” or “Dynamo“), a capital pool company (“CPC“) pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange“), is pleased to announce that, further to its Press Release on December 30, 2020 and Press Release on August 4, 2021, CareSpan Holdings, Inc. (“CareSpan“) has closed its brokered private placement (the “Brokered Subscription Receipt Financing“) of subscription receipts (the “Subscription Receipts“) for aggregate gross proceeds of $2,297,947.40.

In connection with the Brokered Subscription Receipt Financing, CareSpan entered into an agency agreement with Canaccord Genuity Corp., together with its affiliate Canaccord Genuity LLC (collectively, the “Agent“) to sell the Subscription Receipts at a price of $0.70 (the “Issue Price“) per Subscription Receipt. A total of 3,282,782 Subscription Receipts were placed in the Brokered Subscription Receipt Financing. In addition, CareSpan completed a non-brokered financing of 1,833,563 common shares in the capital of CareSpan (the “Issuer Directed Securities“) at a price of $0.70 per common share, for gross proceeds of $1,283,494.10. The proceeds from the sale of the Issuer Directed Securities did not form part of the proceeds held in escrow but were made immediately available to CareSpan upon delivery to the purchasers of the Issuer Directed Securities.

The Subscription Receipt Financing was undertaken in connection with the previously announced statutory merger between CareSpan and Dynamo Subco, Inc, a wholly-owned subsidiary of the Company (the “Proposed Transaction“). The Proposed Transaction is intended to constitute the Company’s “Qualifying Transaction” (as such term is defined in the CPC Policy).

Each Subscription Receipt will, pursuant to its terms (without any action required from the holder thereof), be deemed exercised for 3.31961 common shares in the capital of CareSpan immediately prior to the completion of the Proposed Transaction, ultimately resulting in the exchange of Subscription Receipts for common shares of the resulting issuer post-merger (the “Resulting Issuer“) on a one-for-one basis.

It is intended that the net proceeds of the Brokered Subscription Receipt Financing will be used for sales, marketing, hiring of additional personnel and general corporate and working capital purposes of the Resulting Issuer. It is intended that the net proceeds from the sale of the Issuer Directed Securities be used to fund the CareSpan’s general working capital purposes.

In connection with the Brokered Subscription Receipt Financing, the Agent was paid a cash commission of $183,835.79, (the “Cash Fee“), with 50% of the Cash Fee paid on closing, and was issued 262,622 broker warrants (the “Broker Warrants“). Pursuant to the terms of the Proposed Transaction, each Broker Warrant will automatically be converted into a resulting issuer warrant (a “Resulting Issuer Broker Warrant“). Each Resulting Issuer Broker Warrant will entitle the holder to acquire one (1) common share of the Resulting Issuer at the Issue Price for a period of twenty-four months following the completion of the Proposed Transaction. As additional consideration for the services of the Agent, the Company paid to the Agent a financial advisory fee by way of the issuance to the Agent of 55,007 Subscription Receipts and 55,007 advisory warrants having the same terms as the Broker Warrants.

About Dynamo Capital Corp.

Dynamo is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. The principal business of Dynamo is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses, once identified, and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.

Cautionary Note

As noted above, completion of the Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of certain matters by the shareholders of CareSpan and Dynamo and completion of the Brokered Subscription Receipt Financing. Where applicable, the Proposed Transaction cannot close until the required approvals have been obtained. 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 continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Dynamo on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.

ON BEHALF OF THE BOARD OF DIRECTORS:

For further information, please contact:

Geoff Balderson

Chief Executive Officer and Chief Financial Officer Telephone: 604-602-0001

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Dynamo’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Dynamo, CareSpan, and the Resulting Issuer, the use of proceeds from the Brokered Subscription Receipt Financing and from the issuance of the Issuer Directed Securities, and the Proposed Transaction (including Exchange approval and the closing of the Proposed Transaction). Such statements and information reflect the current view of Dynamo. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks:

• there is no assurance that Dynamo and CareSpan will obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if required), or the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction); and
• the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer’s securities, regardless of its operating performance.

There are a number of important factors that could cause Dynamo’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Dynamo; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, general market and industry conditions and the impact of the COVID-19 pandemic.

Dynamo cautions that the foregoing list of material factors is not exhaustive. When relying on Dynamo’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Dynamo has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press 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 state in which such offer, solicitation or sale would be unlawful.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable the transaction cannot close until the required shareholder approval is obtained. 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 filing statement to be 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.

The 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

SOURCE: Dynamo Capital Corporation

View source version on accesswire.com:
https://www.accesswire.com/658680/Dynamo-Capital-Announces-Completion-of-CareSpan-Subscription-Receipt-Financing