CALGARY, AB, Feb. 21, 2025 /CNW/ – Auka Capital Corp. ("Auka") (TSXV: AUK.P), a capital pool company under TSX Venture Exchange Policy 2.4, and Dr. Phone Fix Canada Limited ("DPF") are pleased to announce the completion of DPF’s second and final tranche of its brokered private placement (the "Private Placement") of subscription receipts ("Subscription Receipts").
Led by Canaccord Genuity Corp. as the lead agent, this final tranche ("Final Tranche") raised $1,590,749.47 in gross proceeds at a price of $1.37 per Subscription Receipt.
DPF completed the Final Tranche under an agency agreement dated February 6, 2025, between DPF, Auka, and the Agent. In this tranche, DPF issued 1,161,131 Subscription Receipts at a price of $1.37 each.
With the completion of both tranches, DPF has raised a total of $3,036,006.31 and issued an aggregate of 2,216,063 Subscription Receipts.
Before the closing of Auka's proposed qualifying transaction ("Transaction"), and provided that the escrow release conditions in the Subscription Receipt Agreement are met, each Subscription Receipt will automatically convert into one unit ("Unit").
Each Unit consists of one Class "A" Common Share of DPF ("DPF Share") and one-half of a common share purchase warrant ("DPF Warrant"). Each full warrant allows the holder to acquire one DPF Share at $2.28 per share.
Upon completion of the Transaction, DPF Shares and DPF Warrants will be exchanged for shares and warrants of the resulting issuer ("Resulting Issuer") at a conversion ratio of 11.4402330114547 per DPF Share or DPF Warrant.
As part of the Final Tranche, certain Auka directors subscribed for 66,600 Subscription Receipts. This participation is considered a related party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61–101 ("MI 61-101").
Auka relied on exemptions from formal valuation and minority approval requirements under MI 61-101. The company did not file a material change report earlier than 21 days before closing due to the late determination of director participation.
The gross proceeds of the Final Tranche, net of expenses and 50% of the Agent’s commission and fees ("Escrowed Funds"), are held in escrow under the Subscription Receipt Agreement.
If escrow release conditions are met by March 31, 2025, the funds, along with interest earned, will be released to the Resulting Issuer and the Agent.
If conditions are not met or the Transaction is terminated, Subscription Receipts will be canceled, and Escrowed Funds, along with interest, will be returned to subscribers on a pro-rata basis. Any shortage will be covered by DPF and Auka.
Copies of the Agency Agreement, Subscription Receipt Agreement, and Warrant Indenture are available on Auka's SEDAR+ profile at www.sedarplus.ca.
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