Vancouver, British Columbia – Hypercharge Networks Corp. (the “Company” or “Hypercharge”) is pleased to announce that, further to its news release dated April 25, 2022, it has completed the acquisition of CoSource Information Technology Services Inc. (“CoSource”), a full-service digital agency specializing in digital strategy, marketing, and software product development (the “Acquisition”).
Pursuant to a share exchange agreement dated April 22, 2022 (the “Agreement”), the Company acquired 100% of the issued and outstanding shares of CoSource in exchange for: (i) 3,800,000 common shares of the Company (the “Consideration Shares”) and (ii) 1,500,000 performance warrants (the “Performance Warrants”), where each Performance Warrant will be exercisable into one common share of the Company (each, a “Common Share”) at a price of $0.02 per share upon the Company’s achievement of certain revenue-based milestones.
The Consideration Shares will be subject to voluntary resale restrictions, where 10% of the Consideration Shares will be released on the date the Common Shares are listed on a Canadian securities exchange, with the balance of the Consideration Shares being released in six (6) equal 15% installments every six (6) months thereafter.
Related Party Transactions
As part of the Acquisition, the Company has issued 2,090,000 Consideration Shares and 1,500,000 Performance Warrants to the Company’s director and CEO, David Bibby, who is a shareholder of CoSource and a vendor in the Acquisition. The Acquisition therefore constitutes a “related party transaction” under Multilateral Instrument 61-10 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Common Shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Common Shares issued to insiders in connection with the Acquisition does not exceed 25% of the Company’s market capitalization (as determined under MI 61-101).
Hypercharge Networks is an electric vehicle (EV) supply equipment company that provides turnkey EV charging solutions to serve the rapidly growing market. We’re on a mission to accelerate EV adoption by providing seamless, simple charging experiences through industry-leading equipment and a robust network of public and private charging stations.
Founded in 2012, CoSource is a full-service digital agency specializing in digital strategy, full-service marketing and software product development. CoSource has enabled many of Canada’s leading companies to transform their businesses and innovate to reach more customers and open new markets. CoSource has developed an integration framework specifically for the emerging EV charging ecosystem to streamline the customer experience and simplify EV adoption.
On behalf of the Board,
Hypercharge Networks Corp.
Liam Firus, Director
Kyle Green | Senior Marketing Manager
This news release contains certain forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or does not expect”, “is expected”, anticipates” or “does not anticipate” “plans”, “estimates” or “intends” or stating that certain actions, events or results ” may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.
Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement.