Boardwalktech Software Corp. Announces Closing of Business Combination with Boardwalktech, Inc.
CUPERTINO, CA, June 6, 2018 /CNW/ - (TSXV:BWLK) – Boardwalktech Software Corp. (formerly, Wood Composite Technologies Inc.) ("Boardwalktech Software" or the "Resulting Issuer") is pleased to announce that it has completed its previously announced business combination with Boardwalktech, Inc. ("Boardwalktech "). Pending final approval of the TSX Venture Exchange (the "TSXV"), the common shares of Boardwalktech Software are expected to commence trading on the TSXV at the open of the market on June 11, 2018 under the symbol "BWLK".
"With this Transaction completed, Boardwalktech is well positioned to execute our strategy to deliver next-generation enterprise applications to our customers and partners," said Andrew T. Duncan, Chief Executive Officer of Boardwalktech. "As the first company to develop a now patented digital ledger database technology designed specifically for collaborative, multi-party enterprise applications, our vision is to provide products for the extended enterprise which our customers can use to run mission-critical applications managing the digital exchange of information internally, and with their customers and suppliers. The combination of our patented technology, established customer-base and the Boardwalk Enterprise Blockchain data management platform, positions Boardwalk to leverage new growth opportunities."
Pursuant to the terms of the business combination (the "Transaction"), the Resulting Issuer acquired all of the issued and outstanding securities of Boardwalktech. The Transaction constitutes a reverse take-over of the Resulting Issuer, with the Resulting Issuer being renamed "Boardwalktech Software Corp." Under the terms of a merger agreement among the Resulting Issuer, Wood Composite US Inc. (a wholly-owned subsidiary of the Resulting Issuer) and Boardwalktech, the Resulting Issuer acquired all of the issued and outstanding securities of Boardwalktech by way of a reverse triangular merger under the laws of California, following which the merged company became a wholly-owned subsidiary of the Resulting Issuer. Under the terms of the Merger Agreement, all of the outstanding securities of Boardwalktech were exchanged for equivalent securities of the Resulting Issuer on a one-for-one basis (following the consolidation of the Resulting Issuer's common shares on a 410:1 basis), such that former securityholders of Boardwalktech continued as securityholders of the Resulting Issuer. As a result, 6,292,685 common shares of the Resulting Issuer and 3,400,622 convertible preferred shares of the Resulting Issuer were issued to former securityholders of Boardwalktech and former debtholders of the Resulting Issuer, including 1,925,729 Resulting Issuer common shares issued to former holders of subscription receipts of Boardwalktech issued pursuant to its previously-announced private placement completed on February 28, 2018.
As a result of the completion of the Transaction, there are: (i) 6,292,685 common shares of the Resulting Issuer; (ii) 3,400,622 convertible preferred shares of the Resulting Issuer (which are convertible into common shares of the Resulting Issuer on a one-for-one basis); (iii) 399,424 common share purchase warrants of the Resulting Issuer; (iv) 931,965 options to purchase common shares of the Resulting Issuer; (v) 134,801 compensation options of the Resulting Issuer; and (vi) 875,000 restricted stock units of the Resulting Issuer issued and outstanding.
The Exchange conditionally approved the Transaction on May 28, 2018. Upon receipt of the Exchange's final approval, it is anticipated that the Resulting Issuer will be classified as a Tier 2 technology issuer on the Exchange.
Further information on the Transaction can be found in the Resulting Issuer's filing statement dated May 30, 2018, which is available under the Resulting Issuer's SEDAR profile at www.sedar.com.
About Boardwalktech Software Corp.
Founded in 2005, Boardwalktech has developed a patented digital ledger technology that allows for multi-party collaboration and verification on a trusted, shared, secure, and private information cloud. Our Boardwalk Enterprise Blockchain data management platform allows rapid blockchain application development on many platforms using any user interface, supporting both on/off-chain "smart contract" business logic, integration with legacy systems and an easy method of connecting all participants (Boardwalk virtual machines) enabling the exchange of secure and validated digital business information.
Boardwalktech is headquartered in Cupertino, California with offices in India and operations in North America. For more information on Boardwalktech, visit our website at www.boardwalktech.com.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities of Wood Composite, Boardwalktech and the Resulting Issuer have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Resulting Issuer's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Wood Composite's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein may include, but is not limited to, information concerning the Transaction, including receipt of final approval of the Transaction by the Exchange and the anticipated listing date of the common shares of the Resulting Issuer on the Exchange.
By identifying such information and statements in this manner, the Resulting Issuer is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Resulting Issuer to be materially different from those expressed or implied by such information and statements.
An investment in securities of the Resulting Issuer is speculative and subject to several risks including, without limitation, the risks discussed under the heading "Risk Factors" in the Resulting Issuer's filing statement dated May 30, 2018. Although the Resulting Issuer has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
In connection with the forward-looking information and forward-looking statements contained in this press release, the Resulting Issuer has made certain assumptions. Although the Resulting Issuer believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Resulting Issuer does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
Neither 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: Charlie Glavin, Boardwalktech, Inc., T: 650-618-6163, firstname.lastname@example.org; Nicole Marchand, 416 428 3533, email@example.com
Released June 6, 2018