County Capital Announces Closing of Qualifying Transaction with ADCORE

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[{"type":"text","content":"County Capital Announces Closing of Qualifying Transaction with ADCORETORONTO, ON / ACCESSWIRE / May 27, 2019 / County Capital One Ltd. (\"County Capital\" or the \"Corporation\"), is pleased to announce today that it has completed its previously announced acquisition of all of the issued and outstanding securities of Podium Advertising Technologies Ltd. d/b/a ADCORE (\"ADCORE\") as the Corporation's \"Qualifying Transaction\" (as such term is defined under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the \"Exchange\"). Subject to receiving final Exchange acceptance, the common shares of the Corporation (\"Common Shares\") are expected to resume trading on the Exchange on or about May 29, 2019 on a post-consolidated basis (following the consolidation of the Common Shares on a 4.5738 for one basis) and under the new name \"Adcore Inc.\" with the trading symbol \"ADCO\".Pursuant to the terms of a securities exchange agreement dated April 18, 2019 (the \"Securities Exchange Agreement\"), the Corporation acquired all of the issued and outstanding ADCORE common shares (the \"ADCORE Shares\") by way of a securities exchange (the \"Transaction\") and exchanged all options and warrants of ADCORE for equivalent options and warrants of the Corporation. The terms of the Securities Exchange Agreement are described in more detail in the press release of the Corporation dated April 18, 2019 and available on SEDAR at www.sedar.com. Upon completion of the Transaction, there will be 55,356,253 Common Shares issued and outstanding and, assuming that all of the outstanding options and warrants are exercised into Common Shares, 63,872,104 Common Shares will be issued and outstanding on a fully diluted basis. Pursuant to the terms of an escrow agreement dated May 27, 2019 among the Corporation, Computershare Trust Company of Canada as escrow agent and certain escrow securityholders, an aggregate of 45,239,252 Common Shares and 4,760,748 options have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Transaction and the balance of such securities will be released in equal tranches of 25% every six months thereafter. Concurrently with the closing of the Transaction, ADCORE also closed its previously announced brokered priva...

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