Vancouver, British Columbia – TheNewswire - October 6, 2022 - Ronin Ventures Corp. (TSXV:RVC.P) (“Ronin” or the “Company”) is pleased to announce that it has entered into a letter of intent dated October 3, 2022 with HerdWhistle Technologies Inc. (“HWT”) regarding a proposed transaction to acquire all of the issued and outstanding securities of HWT (the “Transaction”). Upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will continue the business of HWT as a Tier 2 “technology” issuer. The Transaction is intended to constitute the “Qualifying Transaction” of Ronin, as such a term is defined in Policy 2.4 – “Capital Pool Companies” of the TSX Venture Exchange (the “Exchange”).  

 

The Transaction is not a “Non-Arm’s Length Qualifying Transaction” pursuant to the policies of the Exchange and, as such, the Company is not required to obtain shareholder approval for the Transaction.

 

Adam Morand, Co-founder and CEO of HWT commented, “HerdWhistle is a provider of Electronic Livestock Identification and Traceability Solutions to facilitate livestock animal monitoring and create livestock animal health data analytics.  Our technology is operational and being used across North America with clients in Canada and the USA.  HerdWhistle has launched Amazon stores for the Canadian, US, Mexico and Australian markets.  We invite everyone to visit our online store https://store.herdwhistle.com/.”

 

About HerdWhistle Technologies Inc.

 

HWT is a private company and was incorporated on January 6, 2021 by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). HWT is a livestock technology company that provides beef producers with clear visibility and data-driven decisions to improve cattle performance.  

 

See www.herdwhistle.com for more information.

 

Proposed Management of the Resulting Issuer

 

Subject to Exchange approval, on completion of the Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of four (4) directors. Information with respect to certain of the proposed directors and officers of the Resulting Issuer is set forth below:

 

Adam Morand, Founder, CEO & Director

Mr. Morand is the Co-founder, Chief Executive Officer and a director of HWT. Mr. Morand is an Entrepreneurial Technologist passionate about innovation and industrial localisation of all basic human needs. His lifetime goal is to see economically viable technologies creating a global abundance of food, energy, clothing, shelter, clean air and fresh water. Mr. Morand is imbued with an innate need to improve, seek efficiencies, create, build and solve puzzles; every day is an opportunity to do good.

Fortunate to have started at an early age with digital electronics and computer programming in the 1980's; and then moving to Vancouver in the 1990's to professionally experience the rise and fall of the dotcom era, Mr. Morand serendipitously landed in myriad early startups on the West Coast working with large data for casinos, entertainment and financial payment systems; travelling around the world setting up enterprise data systems, networks, banks and working with amazing teams of people. In 1999, Mr. Morand designed and wrote competitive eSports patent for massive online multi-player game tournament and financial payment systems. Founded Moshpit Entertainment and the Bloodmoney Universe the worlds first platform playing competitive games for cash.

Mr. Morand founded Illuminated Technologies in 2001 to build and deploy disruptive software platforms and supporting mission-critical enterprise data structures and high-volume data centre infrastructures. The incredibly talented Illuminated team completed more than 1,000 projects over 5 years and spawned dozens of joint ventures and startups. To better understand food, Mr. Morand retired in 2006 to be a farmer, experimenting with Aquaponics and agricultural technologies; which logically lead into IoT (Internet of Things) development and ERP (Enterprise Resource Planning) / MRP (Manufacturing Resource Planning) business systems. In 2009, Mr. Morand moved to Alberta for a new opportunity to turn around a stagnate national service company in the energy sector. He rewrote the business systems and technology platforms to facilitate growth and offer new enterprise data services; incorporated machine learning and algorithmic development to streamline resources while creating new digital services. He founded A4 Systems Corp in 2015 to specialise in Pan-Industrial Cyber-Physical systems development and deployment. He is involved with AgriPlay Ventures to create global food security. He is involved with HWT to create livestock technologies for a more efficient world.

When not building companies, technologies or business systems; Adam can be found farming.

Farida Saifee, CFO

Farida Saifee, CPA, CA was appointed HerdWhistle Technologies Inc.’s chief financial officer (CFO) in 2022 after serving as a controller from inception.

As CFO, Ms. Saifee provides strategic leadership for the company’s business and finance functions as well as management of its financial and capital resources. She oversees all financial related matters, including creating plans as defined by the board of directors, directing financing strategies, analysis, forecasting and budget management, and directing all aspects of accounting operations such as receivables, payables, payroll, and financial reporting. Ms. Saifee is highly collaborative across all functions to support the company’s vision of innovation, growth, and creativity.

She is currently enrolled in her final year of In-depth Taxation, a premier tax training program at chartered professional accountants of Canada (3-year certification program), which focuses on keeping pace with the profession, rapidly changing technology, and emerging needs of CPAs.

Prior to her role with HWT, Ms. Saifee was in public practice for over 12 years, where she worked with small and medium-sized enterprises, to review, investigate and correct discrepancies and irregularities in financial entries, documents, and reports. She was actively engaged in advising clients on tax planning strategies, planning reorganizations, and preparing corporate and personal tax returns. During her time in public practice, she found mentoring and training junior chartered professional accountants rewarding and fulfilling.

Ms. Saifee is an entrepreneur at heart and appreciates the dedication and organization required to convert innovation ideas into productive services. In 2009 she co-founded Qasimi Exports, which exported heavy equipment overseas. Her role included tracking cash flows, financial planning, managing, and overseeing relationships with vendors and investors, identifying, and managing business risks and requirements.

Glenn Warkentin, Corporate Secretary

Mr. Warkentin is counsel at Lindsey MacCarthy LLP, a Canadian law firm. For over 25 years he has worked with public issuers, closely held corporations, limited partnerships and trusts providing advice and direction regarding corporate structure, corporate reorganizations, mergers and acquisitions, regulatory compliance and capital raising. He received his Bachelor of Laws degree from the University of Alberta and was called to the Bar in 1990. He also received a Bachelor of Arts in Business Administration from Western Washington University.

  

It is anticipated that the Resulting Issuer will also appoint three additional directors, two of which will be independent directors.

 

The Qualifying Transaction

 

Terms of the Transaction

 

Subject to the execution of a definitive agreement (“Definitive Agreement”), Ronin proposes to acquire from the shareholders of HWT all of the issued and outstanding securities of HWT in exchange for securities of Ronin. Upon closing of the Transaction (“Closing”), Ronin will issue: (i) five (5) common shares of Ronin (“Payment Shares”) for each one (1) common share of HWT; and (ii) for every one dollar of principal amount of convertible debentures issued and outstanding, six and one quarter (6.25) Payment Shares to a maximum of 3,125,000 Payment Shares. The parties anticipate a total of approximately 53,125,500 Payment Shares will be issued to the shareholders of HWT with a deemed issuance price of approximately $0.20 per Payment Share, representing a deemed valuation of HWT of approximately C$10,625,100. The issuance of the aggregate total of 53,125,500 Payments Shares consists of 50,000,000 Payment Shares to the existing shareholders of HWT and up to 3,125,000 Payment Shares to be issued to the convertible debenture holders.

 

It will be a condition of Closing that immediately prior to Closing there will not be outstanding any securities convertible into shares of HWT other than up to $500,000 of the convertible debentures. There are no finder fees payable in connection with the Transaction.

 

The closing of the Transaction will be conditional upon HWT completing a private placement financing of subscription receipts (the “Subscription Receipts”) at a price of $0.20 per subscription receipt unit, each of which will, prior to the effective time of the Transaction, automatically convert into one (1) common share of HWT and one common share purchase warrant of HWT (each whole common share purchase warrant, a “Financing Warrant”), with each Financing Warrant exercisable into a common share of HWT at an exercise price of $0.30 per share for a period of two years, for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the Exchange for the Transaction and satisfaction or waiver of all of the conditions precedent to the Transaction as set out in the Definitive Agreement (the “Concurrent Financing”), to raise a minimum gross proceeds of $2,000,000 and maximum gross proceeds of $3,000,000. Finder’s fees may be paid in connection with the Concurrent Financing.

 

Ronin intends to make an application for an exemption from the Exchange’s sponsorship requirements.

    

The Transaction is conditional upon, among other things:

 

(i) receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, including, but without limitation, acceptance of the Exchange;  

 

(ii) completion of due diligence to the satisfaction of the parties;

 

(iii) approval of the board of directors of each of Ronin and HWT to final terms and conditions of the Transaction as set forth in the Definitive Agreement and all other necessary matters related thereto prior to the signing of the Definitive Agreement;

 

(iv) the signing of the Definitive Agreement;

 

(v) completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the Definitive Agreement required to be completed or satisfied on or before closing of the Transaction including but not limited to the completion of the Concurrent Financing; and

 

(vi) approval of the Transaction by the shareholders of HWT.

 

Capitalization of HWT  

 

As of the date hereof, HWT’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 10,000,000 common shares and no preferred shares are issued and outstanding. In addition, HWT currently has $50,000 aggregate principal amount of convertible debentures issued and outstanding which convert into common shares of HWT at the option of the holder at a price that is a 20% discount to the deemed price of the Payment Shares.

 

Capitalization of Ronin

 

As of the date hereof, Ronin’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 4,500,000 common shares are issued and outstanding. In addition, Ronin has 450,000 stock options and 200,000 agent warrants issued and outstanding.

 

Other Information

 

Ronin will issue additional news releases related to the final legal structure and terms of the Transaction, post-closing capitalization of the Resulting Issuer, financial information regarding HWT, the names and background of insiders of the Resulting Issuer and other material information as it becomes available.  

 

Trading in the common shares of Ronin is presently halted. The common shares of Ronin will remain halted until the Transaction is completed and approved by the Exchange.

 

Contact Information

Anthony Zelen

Chief Executive Officer, Chief Financial Officer,

Director and Corporate Secretary

Tel: 778-388-5258

Email: Anthonyzelen88@gmail.com

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

 

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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 Transaction and has neither approved nor disapproved the contents of this news release.

 

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

 

Forward-Looking Statements

 

Certain statements in this news release are forward-looking statements or information, which include completion of the Transaction and related Concurrent Financing, development of technologies, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

 

There can be no assurance that the Transaction or Concurrent Financing will be completed or, if completed, will be successful.

 

The forward-looking statements contained in this news release are made as of the date of this news release.  Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

 

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