Dr. Phone Fix Canada Corporation (formerly Auka Capital Corp.) (TSXV: DPF) (the "Company" or the "Resulting Issuer") has successfully completed its previously announced qualifying transaction in accordance with the TSX Venture Exchange (the "Exchange") Policy 2.4 – Capital Pool Companies (the "Transaction"). The Transaction was carried out under a business combination agreement dated July 16, 2024, between Auka Capital Corp. ("Auka") and Dr. Phone Fix Canada Limited ("DPF").
The Transaction was structured as a three-cornered amalgamation in which Auka and 2629911 Alberta Inc. ("Auka Subco"), a wholly-owned subsidiary of Auka, merged under Alberta law. Following this, Auka changed its name to "Dr. Phone Fix Canada Corporation." Under an amalgamation agreement dated March 5, 2025, between DPF, Auka, and Auka Subco, each common share of DPF was exchanged for 11.4402330114547 common shares of the Resulting Issuer. As a result, the amalgamated entity became a wholly-owned subsidiary of the Company. Additional details regarding the Transaction can be found in the filing statement dated November 14, 2024, available on SEDAR at www.sedar.com.
Final acceptance of the Transaction is pending the issuance of the final exchange bulletin by the TSXV (the "Final Exchange Bulletin"). Once approved, the Company will be classified as a Tier 2 Issuer under Exchange policies. It is expected that the common shares of the Resulting Issuer ("Resulting Issuer Shares") will begin trading on the Exchange under the symbol "DPF" on or around March 10, 2025.
As previously announced on February 21, 2025, DPF completed a brokered private placement of subscription receipts ("Subscription Receipts") at a price of $1.37 per Subscription Receipt, resulting in the issuance of 2,216,063 Subscription Receipts and raising approximately $3,036,000 in gross proceeds. Upon closing of the Transaction, each Subscription Receipt was converted into one unit ("Unit"), consisting of one common share of DPF and one-half of a DPF Common Share purchase warrant ("DPF Warrant"). Each whole DPF Warrant entitles the holder to acquire 11.4402330114547 Resulting Issuer Shares at approximately $0.20 per share for 24 months. In total, 25,352,261 Resulting Issuer Shares were issued to Subscription Receipt holders at a deemed price of $0.12 per share.
Canaccord Genuity Corp. acted as the lead agent for the DPF Financing, receiving commissions and fees as detailed in the Company’s press release dated July 16, 2024. The Agent was also issued 68,571 warrants ("Agent Warrants"), allowing the purchase of Units at $1.83 per Unit for 24 months.
Upon satisfying the escrow release conditions on March 5, 2025, each Subscription Receipt automatically converted into a DPF Common Share. These shares were then exchanged for Resulting Issuer Shares based on the Exchange Ratio. The net proceeds from the financing were released from escrow on the same date.
Following the Transaction, former DPF shareholders, including DPF Financing investors, now hold the majority of outstanding Resulting Issuer Shares. The Company currently has 158,375,194 Resulting Issuer Shares outstanding, allocated as follows:
- 12,500,000 shares held by Auka shareholders before the Transaction
- 25,352,261 shares issued to prior DPF Subscription Receipt holders
- 45,522,940 shares issued to DPF creditors who converted $5.5 million in debt into DPF Common Shares before closing ("DPF Debt Conversion")
- 74,999,993 shares issued in exchange for DPF Shares (excluding those from Subscription Receipts or Debt Conversion)
For further details, refer to the Filing Statement.
As part of the Transaction, the Company entered into a Tier 2 Value Security Escrow Agreement with TSX Trust Company ("Escrow Agent") and certain Principals (as defined by the Exchange), covering 122,846,283 Resulting Issuer Shares ("Value Security Escrowed Shares"). These shares will be released from escrow in stages according to Exchange Policy 5.4, with 10% released upon the issuance of the Final Exchange Bulletin and 15% released every six months thereafter.
Prior to the Transaction, Auka shareholders had entered into a CPC Escrow Agreement, covering 6,490,000 shares. Following the Transaction, 3,040,000 of these remain subject to escrow, with 25% released upon the issuance of the Final Exchange Bulletin and the rest in three equal installments over 18 months.
Several changes to the Board of Directors and executive management occurred upon closing of the Transaction. The new leadership team includes:
- Piyush Sawhney – Chief Executive Officer & Director
- Sunil Goel – President & Director
- Anil Verma – Vice President, Store Development & Director
- Jason Vandenberg – Chief Financial Officer
- Frank Sur – Corporate Secretary & Director
- Graham Barr – Director
- Jay Baraniecki – Director
- Robert Cole – Director
- Jeff Lloyd – Director
Gowling WLG (Canada) LLP served as legal advisors to Auka Capital Corp., while BARR LLP acted as legal advisors to DPF.
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