VANCOUVER, BC / ACCESSWIRE / November 16, 2021 / Dynamo Capital Corp. ("Dynamo" or the "Corporation") (TSXV:DDD.P), is pleased to announce that the TSXV Venture Exchange (the "Exchange" or the "TSXV") conditionally approved the previously announced proposed business combination with CareSpan Holdings, Inc. ("CareSpan") by way of an arm's length reverse-takeover transaction of CareSpan by Dynamo (the "Proposed Transaction"), which will constitute Dynamo's Qualifying Transaction (as such term is defined in Policy 2.4 - Capital Pool Companies of Corporate Finance Manual of the Exchange).
In connection with the Proposed Transaction, the Corporation has filed its filing statement dated November 15, 2021 (the "Filing Statement") on the Corporation's SEDAR profile. For further details of the Proposed Transaction, investors are encouraged to review the Filing Statement on the Corporation's SEDAR profile at www.sedar.com, as well as the press releases of the Corporation dated August 6, 2021, August 5, 2021, and December 30, 2020. The Filing Statement provides detailed information about, among other things, the Proposed Transaction, CareSpan, and the resulting company following completion of the Proposed Transaction (the "Resulting Issuer").
Assuming all conditions are satisfied, the Corporation and CareSpan anticipate closing of the Proposed Transaction to occur on or around November 17, 2021, and that trading of the Resulting Issuer's common shares will commence shortly thereafter. The Corporation will issue a further press release once the Exchange issues its bulletin announcing its final approval of the Proposed Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the Exchange. The Resulting Issuer's trading symbol will be "CSPN".
In connection with the Proposed Transaction, the Corporation will change its name to "CareSpan Health, Inc." and will consolidate its outstanding share capital on the basis of one post-consolidation common share for approximately every 4.66667 outstanding common shares of the Corporation existing immediately before the consolidation.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of any required regulatory approvals; (b) acceptance of the Proposed Transaction as the Corporation's Qualifying Transaction by the Exchange; and (c) receipt of approval for the listing of the common shares of the Resulting Issuer by the Exchange. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in securities of a capital pool company should be considered highly speculative. Shares of the Corporation are currently halted from trading on the Exchange, and trading is not expected to resume until after closing of the Proposed Transaction.
About CareSpan Holdings, Inc.
CareSpan is a healthcare technology and services company incorporated in Delaware. CareSpan's proprietary "Clinic-in-the Cloud" is a clinical workflow driven platform designed by doctors that integrates remote patient monitoring, diagnostic tools, the patient's electronic health record, care collaboration capabilities, patient engagement and e-prescribing and lab ordering. CareSpan's platform seamlessly supports both in-person and virtual/telehealth care. CareSpan is using this platform combined with essential business services to build provider networks across the U.S. that deliver primary and chronic care, and urgent care as well as behavioral health care.
About Dynamo Capital Corp.
Dynamo is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the merger agreement and plan of reorganization with respect to the Proposed Transaction. The principal business of Dynamo is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Dynamo's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the completion of the Proposed Transaction, final approval from the TSXV, and the resumption of trading of the common shares of the Corporation. Such statements and information reflect the current view of Dynamo. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the necessary approvals are not obtained by the parties or any conditions to the completion of the Proposed Transaction are not fulfilled. There are a number of important factors that could cause actual results to differ materially from those indicated or implied by forward-looking statements and information.
When relying on forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing risk factors and other uncertainties and potential events. Dynamo has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Proposed 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
For more information about Dynamo, please contact Geoff Balderson, Chief Financial Officer, at (604) 602-0001.
SOURCE: Dynamo Capital Corporation