NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, Sept. 12, 2019 (GLOBE NEWSWIRE) -- Xtraction Services Holdings Corp. (formerly Caracara Silver Inc.) (“Xtraction” or the “Company”) is pleased to announce that it has successfully completed its previously announced business combination (the “Business Combination”) with Xtraction Services, Inc. (“Xtraction Subco”).
The Business Combination was completed in the manner described in the Company’s listing statement filed with the Canadian Securities Exchange (“CSE”) and under the Company’s profile on SEDAR at www.sedar.com on August 28, 2019.
In connection with the closing of the Business Combination, Xtraction de-listed its common shares from the NEX Board of the TSX Venture Exchange effective at the close of business on September 6, 2019, and anticipates commencement of trading of its subordinate voting shares (the “Subordinate Voting Shares”) on the CSE under the ticker "XS" on September 13, 2019 during normal market hours.
Consolidation, Re-Designation and Creation of Securities and Name Change
In connection with the Business Combination, the Company effected a consolidation (the “Consolidation”) of the common shares of the Company (the “Common Shares”) on a one post-Consolidation Common Share for every 6.262 pre-Consolidation Common Shares basis. In addition, the Company altered its notice of articles and articles to re-designate the post-Consolidation Common Shares as Subordinate Voting Shares, create a new class of proportionate voting shares (the “Proportionate Voting Shares”) and change its name from “Caracara Silver Inc.” to “Xtraction Services Holdings Corp.” Shareholder approval for certain of these matters where required was obtained at a special meeting of the Company’s shareholders held on July 22, 2019.
Board of Directors and Management
In connection with the Business Combination, the existing directors and management of the Company resigned. The outgoing directors and management were replaced by David Kivitz (President, Chief Executive Officer and director), Joseph Fazzini (Chief Financial Officer), Antony Radbod (Chief Marketing Officer and director), Gary Herman (director) and Stephen Christoffersen (director).
Subscription Receipt Financing and Escrow Release
Further to the previously announced private placement of subscription receipts (the “Subscription Receipts”) of Xtraction Subco for gross proceeds of $5,882,000 (the “Financing”), in connection with the Business Combination, Xtraction Subco has satisfied the escrow release conditions set out in the subscription receipt agreement dated March 22, 2019 among Xtraction Subco, the Company, Canaccord Genuity Corp., Gravitas Securities Inc. and Odyssey Trust Company. Accordingly, the net proceeds of the Financing of approximately $5,276,800 have been released to Xtraction Subco.
Early Warning Report
As a result of the Business Combination, Archytas Ventures, LLC (“Archytas”) and Khrysos Global, Inc. (“Khrysos”), shareholders of Xtraction Subco, acquired direct beneficial ownership of the Proportionate Voting Shares which, if converted into Subordinate Voting Shares, would result in such entities holding approximately 23.4% and 11.7% of the issued and outstanding Subordinate Voting Shares, respectively. Prior to completion of the Business Combination, Archytas, on a post-Consolidation basis, held 383,264 Subordinate Voting Shares of the Company representing approximately 9.8% of the Subordinate Voting Shares then issued and outstanding. Khrysos held no securities of the Company prior to the completion of the Business Combination.
Each of Archytas and Khrysos acquired the Proportionate Voting Shares for investment purposes. Depending upon the circumstances, either of Archytas or Khrysos may, from time to time, acquire additional securities of the Company or dispose of all or a portion of the securities of the Company previously acquired.
Xtraction, through its wholly-owned subsidiary Xtraction Subco, partners with equipment manufacturers and oil processors across the U.S. to fulfill their equipment needs. Xtraction provides flexible leasing options to help processors access the equipment they need to benefit from the rapidly expanding concentrates market, while affordably spreading their payments over time. Xtraction’s management team has a successful track record of creating shareholder value and in scaling high growth businesses, product development, finance, and operational best practices.
Xtraction is currently working with a number of cannabis and hemp processors, to scale their operations and quickly provide access to large scale industrial equipment to benefit from the rapidly expanding concentrates market.
Forward-looking information is based on certain key expectations and assumptions made by the management of the Company, including the expected listing on the Subordinate Voting Shares on the CSE.
For more information, please contact:
Communications Manager of Xtraction
Tel: +1 (407) 900-4737
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of Xtraction with respect to performance, business and future events. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Xtraction operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. Xtraction does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.