Vancouver, BC - TheNewswire - April 13, 2023 - CyberCatch Holdings, Inc. (formerly Hopefield Ventures Inc.) (the “Company”) (TSX-V:CYBE) is pleased to announce that, further to its news releases dated November 8, 2022, February 27, 2023 and April 4, 2023, it has closed its previously announced qualifying transaction (the “Transaction”) and changed its name to “CyberCatch Holdings, Inc.”. In connection with the Transaction, the Company also completed a consolidation of its common shares (the “Shares”) on the basis of one post-consolidation Share for every 3.87 pre-consolidation Shares (the “Consolidation”).

 

The Shares are expected to resume trading on the TSX Venture Exchange (the “TSX-V”) as a Tier 2 Technology Issuer under the ticker symbol “CYBE” on or around April 24, 2023, subject to the TSX-V issuing its final exchange bulletin confirming completion of the Transaction and its approval thereof.

 

The Transaction was effected pursuant to a three-cornered amalgamation whereby the Company’s wholly-owned subsidiary amalgamated with the former CyberCatch Holdings, Inc. (“CyberCatch”) to form CyberCatch Global Inc. (“CyberCatch Global”) under the Business Corporations Act (British Columbia) and CyberCatch Global became a wholly-owned subsidiary of the Company.

 

Concurrent Financing

 

In connection with the Transaction, CyberCatch completed a concurrent private placement (the “Concurrent Financing”) for aggregate proceeds of $1,435,000. The Concurrent Financing was comprised of 2,870,000 units of CyberCatch (each, a “Unit”) at a price of $0.50 per Unit. Each Unit is comprised of one common share in the capital of CyberCatch (a “CyberCatch Share”) and one-half of one CyberCatch Share purchase warrant (each whole warrant, a “CyberCatch Warrant”), and each CyberCatch Warrant is exercisable for one CyberCatch Share at an exercise price of $0.70 until April 11, 2026. The CyberCatch Shares and CyberCatch Warrants were immediately exchanged for the Company’s securities upon completion of the Transaction. CyberCatch paid $100,450 and issued 200,900 finder’s warrants to an eligible finder.  The finder’s warrants are on the same terms as the CyberCatch Warrants.

 

The Transaction

In accordance with the terms of the amalgamation agreement dated December 8, 2022, as amended (the “Amalgamation Agreement”) among the Company, CyberCatch and 1390090 BC Ltd. (“Subco”), a wholly-owned subsidiary of the Company, and immediately before the completion of the Share Exchange (as defined below), $2,760,000 principal amount of outstanding debentures of CyberCatch automatically converted into 7,359,992 units of CyberCatch (the “Debenture Units”) at $0.375 per unit in accordance with the terms of the CyberCatch Debentures.  Each Debenture Unit consisted of one CyberCatch Share and one-half of one CyberCatch Share purchase warrant (each, whole CyberCatch Share purchase warrant, a “Debenture Warrant”).  Each Debenture Warrant entitles the holder thereof to acquire one CyberCatch Share at $0.50 until April 11, 2025.

 

After the completion of the conversion of the CyberCatch Debentures, and before the Share Exchange and the completion of the Concurrent Financing, there were an aggregate of 42,234,992 CyberCatch Shares issued and outstanding.

 

The amalgamated entity formed pursuant to the Amalgamation is now a wholly-owned subsidiary of the Company (the “Resulting Issuer”) and the outstanding securities of CyberCatch were exchanged for securities of the Resulting Issuer at a ratio of one for one immediately before the completion of the Transaction (the “Share Exchange”).  In addition, the Company issued 250,000 common shares of the Resulting Issuer (the “Finder’s Shares”) to Toro Pacific Management Inc. for the introduction of CyberCatch to the Company.

 

Outstanding Share Capital and Escrow

 

As a result of the Transaction, there are an aggregate of 55,354,993 Resulting Issuer Shares issued and outstanding, of which the previous shareholders of the Company hold approximately 18.1% and former shareholders of CyberCatch hold approximately 81.4%, respectively.

 

CyberCatch shareholders representing an aggregate of 16,903,000 Resulting Issuer Shares and 6,749,998 Resulting Performance Warrants are subject to Tier 2 Surplus Escrow Agreements and an aggregate of 8,609,000 Resulting Issuer Shares are subject to Tier 2 Value Escrow Agreements. The 250,000 Finder’s Shares are subject to four month hold period ending on August 12, 2023 in accordance with applicable securities law.

 

New Board and Management

 

Upon completion of the Transaction, all directors and officers of the Company have resigned and were replaced by the following nominees of CyberCatch: (a) Sai Huda – Chairman and Chief Executive Officer; (b) Darren Tindale – Chief Financial Officer and Corporate Secretary; (c) Andrew Kim – Chief Information Security Officer; (d) Bryan Rho – Chief Technology Officer; Katherine Atmar – Chief Marketing Officer; (e) Gary Evans – Director; (f) Kay Nichols – Director; and (g) Pierre Soulard – Director.

 

Change of Year-End

 

In connection with the closing of the Transaction, the Resulting Issuer’s newly appointed board of directors resolved to change the year-end of the Resulting Issuer to July 31 to coincide with that of CyberCatch.

 

Additional Information

 

Complete details of the terms of the Transaction are set out in the Filing Statement available on the Resulting Issuer’s profile at www.sedar.com.

 

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading the securities of the Resulting Issuer should be considered highly speculative. The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

 

This news 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 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 state in which such offer, solicitation or sale would be unlawful.

 

About CyberCatch

 

CyberCatch is a cybersecurity company that provides an AI-enabled software as a service platform solution for continuous compliance, security and cyber risk mitigation in the United States and Canada. Its platform solution first helps a business implement a baseline of cybersecurity controls in accordance with a regulation, standard or framework, then automatically and continuously tests the controls to identify control deficiencies and non-compliance with cybersecurity requirements for the business to remediate the control deficiency, regain compliance with cybersecurity requirements and avoid security weaknesses.

 

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 release.

 

For further information, please contact: 

 

Sai Huda, Chairman and CEO
Phone: 1-866-753-2923  
Email: info@cybercatch.com

 

Forward-Looking Information

 

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward-looking statements, including statements with respect to resumption of trading in the common shares of the Company and information related to the business plan of the Company upon completion of the Transaction. 

 

Such statements and information reflect the current view of the Company. Risks and uncertainties exist that may cause actual results to differ materially from those indicated or implied in the forward-looking statements and information. Such factors include, among others: the risk that the Transaction is not approved by the TSX-V; the limited business history of CyberCatch; reliance on key management; risks related to CyberCatch’s acquisition strategy, including that previous and future acquisitions do not meet expectations or potential acquisitions cannot be completed; dependence on and availability of third party financing; the business of CyberCatch is subject to broader economic factors; disruptions or changes in the credit or security markets; financial results of CyberCatch’s operations; unanticipated costs and expenses; and general market and industry conditions. 

 

The forward-looking statements, while considered reasonable by the Company, are inherently based upon assumptions that are subject to significant risks and uncertainties, including, but not limited to, the Transaction will be approved by the TSXV and the Company will be able to carry out its business plan as contemplated. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. 

 

The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

 

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