Doxa Energy Ltd (“Doxa” or the “Company”) (TSX Venture Exchange:DXA.V) announces that further to its press release dated October 22, 2020, the Company has completed its non-brokered financing (the “Financing”) of subscription receipts (the “Subscription Receipts”) issuing an aggregate of 14,000,000 Subscription Receipts at a price of $0.40 per Subscription Receipt generating gross proceeds of $5,600,000 The completion of the Financing satisfies a key condition precedent to the completion of the Company’s proposed reverse takeover transaction (the “Transaction”) with ProStar Geocorp Inc. (“ProStar”) (see press releases dated November 7, 2018, May 23, 2019, and October 22, 2020).
As previously disclosed, the Subscription Receipts will automatically convert immediately prior to the closing of the Transaction into one post-consolidation Doxa unit (a “Unit”). Each Doxa Unit will consist of one Doxa common share, following the completion of a 17 for 1 consolidation (a “Share”) and one-half of one transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase, for a period of 24 months, one additional post-consolidation Share at an exercise price of $0.60. The proceeds of the Financing (the “Escrowed Funds”) are currently being held in escrow with the Company pending the satisfaction of all conditions precedent to the completion of the Transaction as set forth in the merger agreement between the Company and ProStar dated May 22, 2019, as amended, except for the release of the Escrowed Funds (collectively, the “Escrow Release Conditions”) on or before March 23, 2020, except as may be extended in accordance with the terms of the Subscription Receipts.
Finder’s fees will be paid in association with the Financing of $351,575 and an aggregate of 878,937 non-transferable finder’s warrants, each exercisable at a price of $0.40 per share for a period of 24 months from issuance. All finder’s fees will be paid by the Company upon the conversion of the Subscription Receipts into Units.
The Subscription Receipts bear a hold period expiring on February 24, 2021, but it is anticipated that the Units issued upon their conversion will be free of re-sale restrictions in connection with the Transaction.
The proceeds raised from the Financing will be used in furtherance of ProStar’s business plans, to be more particularly outlined in the Company’s management information circular for the Transaction at its upcoming annual and special shareholder meeting.
ProStar’s Chief Executive Officer Page Tucker stated, “We would like to thank existing shareholders, new investors and the syndicate of agents for their support and successful execution of a 40 percent oversubscribed financing. We now have the financial resources to support the next phase of our journey with the primary focus being to further expand our operations and significantly increase our sales and marketing initiatives. We have a great deal of momentum going into the new year and look forward to updating the investment community in the upcoming months.”
ProStar is incorporated under the laws of the State of Delaware and is a Software as a Service (SaaS) company that provides patented Precision Mapping Solutions™. ProStar’s flagship solution is PointMan®, a natively cloud and mobile solution designed to capture, record and display the precise location of subsurface assets, including buried utilities and pipelines. Additional information concerning ProStar is available at www.prostarcorp.com.
The Doxa Shares continue to be halted from trading, and the trading of Doxa Shares is expected to remain halted pending completion of the Transaction.
This news release contains certain “forward-looking statements,” including, for example, statements relating to the transaction between Doxa and ProStar, the Financing, and the timing for completion of the Transaction and conversion of the Subscription Receipts. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions, which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the state of the capital markets, including the impact of the COVID-19 pandemic, tax issues associated with doing business internationally, the ability of ProStar to successfully manage the risks inherent in pursuing business opportunities in the technology industry, and the ability of ProStar to obtain and maintain qualified staff, equipment and services in a timely and cost-efficient manner to develop its business. Any forward-looking statement reflects information available to Doxa as of the date of this news release and, except as may be required by applicable securities laws, Doxa disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
On behalf of the board of directors of the Company:
John D. Harvison
President and Chief Executive Officer
For further information contact:
Paul McKenzie, director at 604.669.7330
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 the Company 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 news release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.