Business
High Mountain Capital Corporation Announces Proposed Qualifying Transaction
Calgary, Alberta--(Newsfile Corp. - April 4, 2019) - High Mountain Capital Corporation (TSXV: ...
About this update from Argo Corporation
[{"type":"text","content":"High Mountain Capital Corporation Announces Proposed Qualifying TransactionCalgary, Alberta--(Newsfile Corp. - April 4, 2019) - High Mountain Capital Corporation (TSXV: BUZD.P) (the \"Corporation\") is pleased to announce details concerning its proposed arm's length qualifying transaction (the \"Transaction\") involving a proposed business combination with Facedrive Inc. (\"Facedrive\"), a private company incorporated under the laws of the Province of Ontario.Facedrive is a unique people and planet first ridesharing platform committed to equitable and green transportation solutions for drivers and riders. A percentage of the rider fare offsets green vehicle emissions, and CO2 emission monetary equivalents are invested into green initiatives.Facedrive currently has 18,360,256 common shares consisting of 12,236,846 Class A common shares and 6,123,410 Class B common shares (\"Facedrive Common Shares\") issued and outstanding as of the date hereof. Facedrive has agreed to issue options (the \"Options\") to acquire 104,589 Facedrive Common Shares at $1.915 per share, the remaining terms of which are to be agreed upon. In addition, Facedrive has issued 265,548 restricted Facedrive Common Shares (\"Restricted Shares\") to two employees, 69,726 of which shares vest over two years, commencing in January 2019, and 195,822 of which vest over three years, commencing in March 2019. It is anticipated that, prior to closing of the Transaction, additional shares of Facedrive may be issuable upon the exercise of the Options and other Facedrive options, warrants, restricted stock, preferred stock or other stock-based incentive compensation (collectively, the \"Facedrive Dilutive Instruments\"). The Corporation has entered into a non-binding letter of intent with Facedrive dated April 2, 2019 (the \"LOI\") pursuant to which the Corporation and Facedrive intend to complete a share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having regard to relevant tax, securities and other factors and potentially including a pre-closing reorganization of Facedrive, to form a new company (\"Newco\") called \"Facedrive Inc.\". Pursuant to the proposed Transaction, each issued and outstanding Facedrive Common Share will be exchanged into one common share of Newco (\"Newco Common Share\") on an app...