VANCOUVER, B.C. October 11, 2023 - Advanced Graph Enterprise Database Inc.
(the "Company" or "AGEDB") a cutting-edge database technology company in Canada, is excited to announce that we have entered into an amalgamation agreement (the "Agreement") for our acquisition by Adagio Capital Inc. (TSXV: ADC.P)("Adagio"), dated October 5, 2023. This strategic move marks a significant milestone in our journey, and we believe it will bring substantial advantages to our company, team, and stakeholders.
Under the terms of the agreement, the combined company that will result from the completion of the Transaction (thereafter referred to as the " Resulting Issuer") will be renamed "AGEDB Technology Ltd." or such other name as agreed to by AGEDB and Adagio. Subject to TSXV approval, the common shares of the Resulting Issuer (each, a " Resulting Issuer Share") will trade on the TSXV, and the business of the Resulting Issuer will be the business of AGEDB. It is expected that the Resulting Issuer will be listed on the TSXV as a Tier 2 Technology issuer. (The Transaction is subject to the approval of the TSXV, and is intended to constitute Adagio's Qualifying Transaction (as defined in Policy 2.4).)
We believe that this strategic merger presents us with a tremendous opportunity for AGEDB and its stakeholders moving forward as outlined below.
Access to Capital - By joining forces with Adagio, a recognized leader in strategic investments and high-growth sectors, we anticipate a range of benefits that will enhance our capabilities and growth prospects. Through this partnership, we will gain increased access to financial resources, enabling us to accelerate our research and development efforts and expand our product offerings. This access to capital will empower us to remain at the forefront of database technology innovation.
Market Expansion - , The acquisition will provide AGEDB with the opportunity to expand its market reach and explore new growth opportunities. This will enable us to introduce our cutting-edge database management system (DBMS) software and technology to a broader audience. We foresee the creation of synergies between AGEDB's expertise in hybrid database management systems and Adagio's experience in high-growth sectors. These synergies will drive innovation and excellence in our products and services, benefiting both our current and future clients.
Global Impact - In the global landscape, AGEDB's core technologies, including Apache AGE, will continue to thrive under AGEDB Technology Ltd. With Adagio's support, we will have the means to expand our global footprint, empowering businesses worldwide with our tailored DBMS solutions. As we move forward with this exciting amalgamation, AGEDB is committed to maintaining the same level of dedication and excellence that our clients and partners have come to expect. We remain focused on delivering exceptional DBMS solutions and providing our customers with the tools they need to succeed in today's dynamic business environment.
Pursuant to the terms of the Amalgamation Agreement, AGEDB and all of the issued and outstanding AGEDB Shares will be acquired by Adagio by way of a "three-cornered" amalgamation whereby NewCo and AGEDB will amalgamate to form a new amalgamated entity (" AmalCo AmalCo"), and Amalco will be a wholly-owned subsidiary of Adagio. At the time of closing of the Transaction (the "Closing"), each of the outstanding AGEDB Shares (as defined below) will be canceled and, in consideration for such AGEDB Shares, each holder of AGEDB Shares (collectively, the " AGEDB Shareholders" ) will receive four (4) post-Consolidation (as defined below) common shares in the capital of Adagio (each, an " Adagio Share" ) at a deemed price of $0.50 per Adagio Share for each one (1) AGEDB Share held by such AGEDB Shareholder.
Under the terms of this amalgamation agreement, AGEDB shareholders will receive four Adagio shares for each AGEDB share held, at a deemed price of $0.50 per Adagio share. Prior to the completion of the transaction, Adagio will consolidate its shares on a 2.50 to 1 basis.
In connection with the transaction, AGEDB anticipates completing a non-brokered private placement financing to raise funds for its business goals and objectives. Furthermore, AGEDB will pay an arm's length corporate advisor a merger and acquisition advisory fee of 100,000 Resulting Issuer Shares and $150,000 in cash.
The completion of the transaction is subject to various conditions, including regulatory approvals and the absence of any material adverse changes. Assuming the successful completion of the transaction and financing, approximately 42,152,000 Resulting Issuer Shares are expected to be issued and outstanding, with various parties holding interests in the resulting entity.
Following the Closing, it is expected that the following individuals will be appointed as management of the Resulting Issuer:
Mr. Cheolsun Kang is the founder and CEO of Bitnine and Bitnine Global. Prior to founding Bitnine in 2013, Mr. Kang worked as a technology engineer at LG CNS Co., in Korea for three years and then transitioned into a sales and presales consultant at International Business Machines ("IBM") in Korea. Mr. Kang graduated from Seoul National University with a bachelor's degree in computer engineering. Mr. Kang has over eight years' experience as a global service sales lead and presales consultant at IBM, and has acquired in-depth business and technical database knowledge from managing the database projects at IBM.
Mr. Ko is a seasoned IT professional with around 20 years of experience in IT. Mr. Ko spent six years as a software developer and data modeling software engineer at CA Technologies and 10 years as a technology consultant for databases, application server and mainframe rehosting software products. Before being appointed as the CEO of AGEDB, Mr. Ko was managing Bitnine Global's business development and R&D operations in collaboration with Bitnine. Mr. Ko is in charge of AGEDB's Apache AGE community development and software marketing and technical sales initiatives. Mr. Ko is also leading the AGEDB's global technical human resource infrastructure, helping AGEDB set up R&D centers around the world.
Ms. Mickey Goldstein specializes in financial reporting, and provides CFO services to public and private companies in Canada. Mickey has over 15 years of experience working with public companies across many industries. Prior to offering CFO services, Ms. Goldstein had a successful career as an assurance partner in a Vancouver public accounting firm where she provided accounting, audit, assurance, and business advisory services to both private and public companies and not-for-profit organizations. Through-out her career Ms. Goldstein has specialized in mining, technology, cannabis, manufacturing, real estate and medical industries. She has a keen understanding of public company operations, restructurings, acquisitions and IPOs and has in-depth experience providing transactional services to companies in Canada and United States. Ms. Goldstein currently serves as the CFO of a Canadian publicly listed company, CFO of a number of Canadian private companies, and treasurer on the board of directors of a non-profit company. Ms. Goldstein graduated from the University of British Columbia with a Bachelor of Science degree in Mathematics, and went on to obtain her CA, CPA.
Ms. Abdisho is also currently a PhD student in Computer Science and Engineering at the University of California, Santa Cruz, with a Master of Science in Software Engineering from San Jose State University and a Bachelor of Science in Software Engineering from San Jose State University, while also being a member of the Engineering Honor Society and the Society of Women Engineers.
Mr. Changhak Lee has over 20 years of experience in the engineering and construction industry, with a strong focus on business operations, staff management, and risk mitigation. He has held key roles in various large-scale projects across different countries, including Quality Control Manager, Project Development Manager, and Engineering Manager & Process Lead Engineer, showcasing his versatile expertise. Currently, Mr. Lee is the President of Datametrex Electric Vehicle Solutions Inc. (TSXV:DM.V) and oversees market analysis, business model formulation, marketing, sales strategy, and operational benchmarks for the electric vehicle sector. Mr. Lee holds a Master's degree in Water Treatment & Control from Hanyang University in Seoul, Korea, providing him with a solid foundation in water treatment technologies and processes. Additionally, he is an APMG Certified PPP Professional since 2012.
Mr. Christopher Cherry is a highly accomplished professional with an extensive background in accounting and finance, spanning over 20 years. His career commenced at KPMG LLP, where he began as a Staff Accountant and swiftly advanced to the position of Senior Accountant, focusing on owner-managed businesses and the Canadian Tax Group. At Davidson & Company LLP, he excelled as a Senior Auditor, specializing in conducting IPO audits for companies seeking listings on the TSXV. Building on this experience, he embarked on a new journey by joining iO Corporate Services Ltd. as a Corporate Controller and since 2008, Mr. Cherry has held prominent positions as a director and/or CFO in various companies across diverse industries, ranging from technology to mining, showcasing his versatility and exceptional acumen in both accounting and corporate leadership roles.
Ms. Zara Kanji is the founder of Zara Kanji & Associates, CPA, established in 2004. Ms. Kanji is experienced in financial reporting compliance for junior listed companies, taxation, general accounting, financial reporting and advisory services for individuals, private and public companies. In addition to providing business advisory and compliance services to private and public entities, Ms. Kanji has served as director and officer for several listed issuers and has been part of teams that have facilitated several financings and acquisition transactions. Ms. Kanji is passionate about financial literacy and regularly provides presentations for entrepreneurs, start-ups, women's groups and new Canadians.
Ms. Kanji is a Member of the Chartered Professional Accountants of BC and Canada and previously the Certified General Accountants Association since August 2003. Ms. Kanji holds a Bachelor of Technology in Accounting (Honors) and a Diploma in Corporate Finance (Honors) from the British Columbia Institute of Technology.
Following the Closing, it is expected that each of Cheolsun Kang, Bitnine Global and Graphizer Inc., a California corporation, will hold, both directly and indirectly, more than 10% of the Resulting Issuer Shares issued and outstanding and that Jeremy Wright will hold an aggregate of 201,667 Resulting Issuer Shares. Accordingly, CheolSun Kang, the proposed Chairman and a Director of the Resulting Issuer, is the Chief Executive Officer and founder of Bitnine and Bitnine Global as well as Chief Executive Office of Graphizer Inc. Andrew Ko, the proposed CEO and a Director of the Resulting Issuer, is Secretary of Graphizer Inc.
A summary of the audited financial information of AGEDB for the period from incorporation on September 12, 2022 to April 30, 2023, disclosed in accordance with TSXV policies, is included in the table below:
Additional financial information with respect to AGEDB will be provided in the Filing Statement to be filed with the TSXV in connection with the Transaction.
Adagio is a British Columbia-based company and a reporting issuer in the Provinces of British Columbia and Alberta. Adagio focuses on strategic investments in high-growth sectors, aiming to create long-term value for its shareholders.
Founded in 2022, AGEDB is a Vancouver-based private company with a primary focus on developing and delivering database management system ("DBMS") software and technology. AGEDB is a new innovation to the DBMS industry offering hybrid capabilities encompassing Relational and Graph Databases. With a commitment to driving technological excellence, AGEDB aims to empower businesses worldwide with tailored services to address the evolving needs of modern enterprises, enabling organizations to derive insights and make informed decisions smarter.
AGEDB possesses the core technologies of Apache AGE, one of the biggest and most influential open-source graph database projects in the world. AGEDB is a subsidiary of Bitnine Global Inc. ("Bitnine Global"), which is a wholly-owned subsidiary of Bitnine Co., Ltd. ("Bitnine") (KOSDAQ:A357880), the leading provider of graph database management systems in Korea. AGEDB and Bitnine Global have entered into a licensing agreement for the use of three intellectual property ("IP") patents owned by Bitnine Global that AGEDB can use in software development as well as providing for exclusive global distributions rights (excluding Korea) for any software products developed and derived from the three IP patents.
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This press release contains forward-looking statements that reflect the management's expectations concerning the completion of the Transaction and related activities. These forward-looking statements are not purely historical but include statements about beliefs, plans, expectations, or intentions for the future, encompassing topics such as AGEDB's database management system software and its anticipated benefits, the successful completion of the Transaction and Concurrent Financing, and the conditions required for Transaction completion. It is important to note that such statements involve inherent risks and uncertainties, which could result in actual results, performance, or developments that significantly differ from those expressed in the statements.
The risks and uncertainties associated with these forward-looking statements include, but are not limited to, factors beyond the Company's control. These risks encompass the possibility that perceived benefits from AGEDB may not materialize, challenges in obtaining corporate approvals from directors and shareholders for Transaction completion, potential non-approval by the TSX Venture Exchange, and customary risks associated with transactions of this nature. Additionally, ongoing factors such as labor shortages, rising energy costs, inflationary pressures, increased interest rates, the global financial climate, and geopolitical conflicts, such as the situation in Ukraine and surrounding regions, are exerting notable impacts on current economic conditions and escalating economic uncertainty. These developments may influence the operational performance, financial standing, and future prospects of AGEDB and the Transaction as a whole. It is essential to recognize that the potential effects of these economic factors are currently unpredictable and immeasurable.
As a result, there can be no assurance that the events expected by the forward-looking statements will occur or, if they do, what specific benefits the Company will derive from them. AGEDB Inc. expressly disclaims any intention or obligation to update or revise these forward-looking statements, whether due to new information, future events, or any other reasons, except as mandated by applicable law. Neither TSX Venture Exchange nor its Regulation Services Provider (as defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.