/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES OF
AMERICA/
TORONTO, Jan. 22, 2018 /CNW/ - OV2 Investment 1 Inc.
("OV2") (TSXV: OVO.P), a Capital Pool Company , is pleased
to announce that, in connection with the previously announced
reverse takeover transaction (the "Transaction") with The
Ledger Group Inc. ("The Ledger Group"), The Ledger Group
will complete a private placement of subscription receipts to raise
gross proceeds of up to C$15,000,000
(the "Offering"). Following the completion of the proposed
Transaction, OV2 (the "Resulting Issuer") will continue the
business of, and operate under the name of, "The Ledger Group
Inc.". It is anticipated that the Transaction will constitute OV2's
Qualifying Transaction under the policies of the TSX Venture
Exchange (the "Exchange"). The Transaction will not be at
arm's length as The Ledger Group is controlled by the founders of
OV2. As such, OV2 will be required to obtain disinterested
shareholder approval in respect of the Transaction.
PRIVATE PLACEMENT
The Offering, to be completed by Ledger Group prior to the
completion of the Transaction, will consist of a private placement
of subscription receipts (each, a "Subscription Receipt") at
a price of C$1.50 per Subscription
Receipt for gross proceeds of up to approximately C$15,000,000. Each Subscription Receipt shall be
automatically exchanged, without any further action by the holder
of such Subscription Receipt, and for no additional consideration,
for one common share of the Resulting Issuer upon the satisfaction
of the escrow release conditions. It is anticipated that closing of
the Offering will occur on or about February
28, 2018. The gross proceeds of the Offering will be held in
escrow pending satisfaction of the escrow release conditions which
will include, among others, the satisfaction of waiver of all
conditions to the completion of the Transaction.
In connection with the Offering, The Ledger Group has engaged a
syndicate of agents co-led by Echelon Wealth Partners Inc. and
Canaccord Genuity Corp., and including Haywood Securities Inc.
(collectively referred to as the "Agents"). In connection
with the services to be performed by Agents in respect of the
Offering, the Agent's will receive a cash commission of 6% of the
gross proceeds of the Offering (3% on proceeds raised from parties
referred to by The Ledger Group (the "President's List")).
In addition, The Ledger Group will issue to the Agents that number
of warrants to purchase common shares of The Ledger Group which is
equal to 6% of the Subscription Receipts sold pursuant to the
Offering (3% of securities sold to President's List purchasers)
exercisable at $1.50 per share for a
period of 12 months from closing of the Offering.
The Ledger Group intends to use the net proceeds of the Offering
for investments in proposed and pending projects, building a
cryptocurrency reserve, general corporate and working capital
purposes.
ABOUT THE LEDGER GROUP INC.
The Ledger Group Inc. was incorporated under the laws of
Canada in November, 2017 by the
founders of OV2. It currently has approximately $2,500,000 in net working capital following the
closing of a Private Placement of common shares in December of
$2,605,000. The Ledger Group is
engaged in blockchain enablement by identifying and investing in
the equity of technology companies and transitioning them to a
blockchain model in exchange for consulting fees and tokens. The
Ledger Group will (i) invest in early stage and emerging technology
companies; (ii) invest in blockchain companies in support of a
blockchain ecosystem; and (iii) hold a portfolio of cash,
cryptocurrencies and tokens. The Ledger Group intends to actively
pursue investments in these areas and intends to complete one or
more initial investments prior to the completion of the
Transaction.
The Management team of The Ledger Group includes Adam Adamou, a venture capitalist, investment
banker and M&A specialist who will act as Chief Executive
Officer of The Ledger Group Inc., and Babak
Pedram, a business development specialist will head the
business development efforts as Chief Operating Officer. The Board
of Directors is Chaired by Sheldon
Pollack, technology entrepreneur and technology investor and
includes Eric Apps who also serves
as General Counsel. These individuals collectively own 75% of the
outstanding shares of The Ledger Group and were also involved in
the formation and listing of OV2 and serve on its board of
directors. Adam Adamou, the CEO of
The Ledger Group, also serves as the CFO of OV2.
A comprehensive, joint press release will be issued by OV2 when
a definitive agreement is finalized with The Ledger Group Inc.
(www.theledger.group).
CAUTIONARY STATEMENT
Completion of the Transaction is subject to a number of other
conditions including, but not limited to, Exchange acceptance and
disinterested shareholder approval. There can be no assurances that
the Transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in
connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of OV2 should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
Neither the TSXV nor its Regulation Services Provider has
in any way passed upon the merits of the proposed Transaction and
associated transactions and neither of the foregoing entities has
in any way approved or disapproved of the contents of this press
release.
Forward-Looking Information
This news release contains "forward-looking information"
within the meaning of applicable securities laws including
statements regarding the terms and conditions of the proposed
Transaction and the Offering, as well as information relating to
The Ledger Group. The information about The Ledger Group contained
in the press release has not been independently verified by OV2.
Although OV2 believes in light of the experience of its officers
and directors, current conditions and expected future developments
and other factors that have been considered appropriate, that the
expectations reflected in this forward-looking information are
reasonable, undue reliance should not be placed on them because OV2
can give no assurance that they will prove to be correct. Readers
are cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially
from those contemplated by these statements depending on, among
other things, the risks that the parties will not proceed with the
proposed Transaction and the Offering; that the ultimate terms of
the proposed Transaction and the Offering will differ from those
that currently are contemplated; and that the proposed Transaction
and the Offering will not be successfully completed for any reason
(including the failure to obtain the required approvals or
clearances from regulatory authorities). The terms and conditions
of the proposed Transaction may change based on OV2's due diligence
and the receipt of tax, corporate and securities law advice for
both OV2 and The Ledger Group. The statements in this press release
are made as of the date of this release. OV2 undertakes no
obligation to comment on analyses, expectations or statements made
by third-parties in respect of OV2, The Ledger Group, their
securities, or their respective financial or operating results (as
applicable).
SOURCE OV2 Investment 1 Inc.