Antera Ventures I Corp. (“Antera“) is pleased to
announce that it has entered into a letter of intent dated July 26, 2020 (the “LOI“) with Wishpond
Technologies Ltd. (“Wishpond“) pursuant to which Antera proposes to acquire all of the issued and outstanding
securities of Wishpond in exchange for the issuance of securities of Antera, which will result in Wishpond becoming a
wholly-owned subsidiary of Antera (the “Wishpond Transaction“). The Wishpond Transaction, assuming the
completion of the Private Placement (as defined below), will result in a reverse take-over of Antera where the
existing shareholders of Wishpond will own a majority of the outstanding common shares of Antera (the “Antera
Common Shares“) and Antera will be renamed “Wishpond Technologies Ltd.” (the “Resulting Issuer“) or such
other name as Wishpond may determine. Upon completion of the Wishpond Transaction, it is anticipated that the
Resulting Issuer will be a Technology Issuer.
Trading in the Antera Common Shares will be halted in accordance with the policies of the TSX Venture Exchange (the
“TSXV“) and will remain halted until such time as all required documentation in connection with the Wishpond
Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the
TSXV.
The Qualifying Transaction
Antera is a capital pool company and intends that the Wishpond Transaction will constitute its “Qualifying
Transaction” under the policies of the TSXV. The Wishpond Transaction will not constitute a non-arm’s length
qualifying transaction or a related party transaction pursuant to the policies of the TSXV.
As consideration for the acquisition of all of the outstanding securities of Wishpond, holders of issued and
outstanding common shares of Wishpond (“Wishpond Common Shares“) will receive approximately 3.2558
post-Consolidation Antera Common Shares for each one (1) Wishpond Common Share (the “Exchange Ratio“).
Excluding unvested incentive stock options, there are currently 11,466,755 Wishpond Common Shares issued and
outstanding on a fully-diluted basis and holders of such Wishpond Common Shares will receive an aggregate of
approximately 37,333,333 Antera Common Shares in accordance with the Exchange Ratio. In addition, there are currently
140,500 outstanding unvested incentive stock options of Wishpond and holders thereof will receive approximately
457,438 incentive stock options of the Resulting Issuer pursuant to the Exchange Ratio. The final structure of the
Wishpond Transaction is subject to the receipt of tax, corporate and securities law advice by both Antera and
Wishpond.
Immediately prior to the completion of the Wishpond Transaction, it is anticipated that Antera will consolidate its
issued and outstanding Antera Common Shares on the basis of approximately 4.6467 pre-consolidation Antera Common
Shares for each one (1) post-consolidation Antera Common Share as a condition to the completion of the
Wishpond Transaction (the “Consolidation“).
Concurrent with the execution of a definitive agreement (the “Definitive Agreement“), Antera and Wishpond will
enter into a bridge loan in the amount of $150,000 (the “Loan“) for the sole-purpose of providing
Wishpond with the requisite funding of its legal and accounting costs in connection with the Wishpond Transaction. The
provision of the Loan will be subject to TSXV approval pursuant to the policies of the TSXV.
Wishpond intends to conduct, and it is a condition of the Wishpond Transaction for Wishpond to close a concurrent
private placement (the “Private Placement“) for minimum aggregate gross proceeds of C$3,000,000
through the offering of securities of Wishpond to be sold at an issue price to be determined in the context of the
market. Wishpond intends to use the net proceeds from the Private Placement for sales growth, product development,
strategic acquisitions and general corporate purposes.
About Wishpond
Wishpond is a provider of marketing focussed online business solutions. Wishpond offers an “all-in-one”
marketing suite that provides companies with marketing, promotion, lead generation and sales conversion
capabilities. Wishpond replaces entire marketing functions in an easy to use platform, for a fraction of the
cost. The Company serves over 2,000 customers who are primarily small-to-medium size businesses (SMBs) in a wide
variety of industries.
Wishpond’s vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to
achieve success online, regardless of their industry or size. Wishpond has developed cutting edge marketing technology
solutions and continues to add new features and applications with great velocity. In addition to offering specific
lead generation tools, Wishpond also provides advanced marketing applications integrated and managed from a
centralized platform.
Wishpond employs a subscription-based SaaS (Software as a Service) model where customers subscribe to the
Company’s software and services through annual or monthly recurring plans. Substantially all of the Company’s
revenue is subscription based recurring revenue which provides excellent revenue and cash flow visibility.
Wishpond is in the process of completing its audited financial statements in accordance with International Financial
Reporting Standards (IFRS) as required by the policies of the TSXV and applicable securities laws. Wishpond achieved
unaudited revenue of approximately $6M in Fiscal 2019 ended December 31, 2019, and the
Company’s sales have grown at a three-year compounded annual growth rate (CAGR) of over 30%.
Insiders of the Resulting Issuer
Upon completion of the Wishpond Transaction, it is anticipated that the board of directors of the Resulting Issuer
will consist of five nominees: Ali Tajskandar (Chairman), Hossein Malek, a director to be
appointed by Antera who shall be Arinder Mahal, an independent director to be approved by both Wishpond
and Antera, and an additional director to be appointed by Wishpond. The senior management of Wishpond shall became the
management of the Resulting Issuer, specifically: Ali Tajskander as Chief Executive Officer, Juan Leal as
Chief Financial Officer, Jordan Gutierrez as Chief Operating Officer, and Nick Steeves as
Chief Product Officer.
Ali Tajskandar, Founder, Chairman, CEO and Board Member – Ali has over 20 years experience as a software
engineer, entrepreneur, technologist and CEO. In 2009, Ali founded Wishpond with the goal of simplifying marketing for
business owners. Under Ali’s leadership, Wishpond has expanded its technology suite to include a lead generation
platform, award winning email marketing platform, and an advanced marketing automation system. Prior to Wishpond, Ali
worked in a number of high-tech startups including SoundLogic (acquired by Lucent), Seance Software, and Bitspan
Network. Ali holds a B.ASc. in Computer Science from Simon Fraser University and an MBA from the
University of British Columbia.
Juan Leal, Chief Financial Officer – Juan Leal joined Wishpond in January
2020 to lead the financial transformation and corporate development strategy of Wishpond. Prior to
joining Wishpond, Juan was a Vice President at KPMG’s Corporate Finance practice in Western Canada
advising North American companies on acquisition strategies and leading mid-market buy-side and sell-side M&A
transactions across a variety of industries. Juan obtained the Chartered Professional Accountant (CPA-CA) and
Chartered Business Valuator (CBV) designations through KPMG and obtained an honours Bachelor degree in Business
Administration from Simon Fraser University.
Jordan Gutierrez, Chief Operating Officer – Jordan is a serial entrepreneur, mentor, and keynote
speaker. Jordan joined Wishpond in 2011 as Chief Operating Officer in charge of revenue, growth, and marketing. Prior
to Wishpond, Jordan founded Laleo, the largest medical e-commerce website in Latin America boasting eight
figure revenues a year. Jordan’s accomplishments earned him several awards such as Western Canada’s
Entrepreneur, SFU Student Entrepreneur of the Year, and Canada’s Entrepreneur Student of the Year. Jordan
holds a degree in Economics from Simon Fraser University.
Nick Steeves, Chief Product Officer – Nick joined Wishpond in 2011, and has held various
roles in marketing, customer success and product in that time. In his time with Wishpond, he has led the development
of Wishpond products, including Landing Page Editor, Website Popup Builder, Website Form Builder, Marketing
Automation, Leads Database, Shopify Marketing Automation Integration, Contest Apps, and more. Prior to joining
Wishpond, Nick obtained a Bachelor’s degree in Business Administration from the University of the Fraser Valley.
Hossein Malek, Board Member and Investor – Hossein Malek is Wishpond’s primary
investor supporting the Company from an early stage. Hossein is an executive with a strong track record, wide
range of functional experience and demonstrated ability to lead organizations through rapid growth. Recognized as a
top entrepreneur in Canada, Hossein founded two companies in the converged voice and data applications.
In 2000, Hossein successfully sold one of his companies, SoundLogic, to Lucent Technologies. Hossein holds a
Bachelor’s degree in Computer Science Engineering from Western Michigan University and a Master of
Computer Science from the University of Wisconsin-Madison.
Arinder S. Mahal, Board Member – Arinder has a range of experience in the tech industry including
executive and operational management, investment banking, mergers & acquisitions, and strategic advisory. He
is currently the founder & CEO of Antera Inc., a technology focused merchant bank and is a board member of
NanoXplore Inc. (GRA-TSX). Previously he led the technology investment banking teams at Echelon
Wealth Partners, Dundee Capital Markets, and was a Senior Manager at Deloitte Consulting. Arinder has a Bachelor
of Engineering from the University of Victoria and a MBA from Schulich School of Business, York
University.
Biographical information regarding yet to be determined directors will be provided in a subsequent news release.
Significant Conditions to Closing
The completion of the Wishpond Transaction is subject to a number of conditions precedent, including but not limited
to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying
transaction documents, approval by the boards of directors of each of Antera and Wishpond, approval of the
shareholders of Wishpond, obtaining necessary third party approvals, TSXV acceptance and closing of the Private
Placement for gross proceeds of not less than $3,000,000. There can be no assurance that the Wishpond
Transaction or the Private Placement will be completed as proposed, or at all.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is
obtained. Antera intends to apply for a waiver from sponsorship for the Wishpond Transaction. There is no assurance
that a waiver from this requirement will be obtained.
About Antera Ventures 1 Corp.
Antera 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 LOI. The principal business of Antera 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
Certain information in this press release may contain forward-looking statements. This information is based on
current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual
results might differ materially from results suggested in any forward-looking statements. Antera assumes no
obligation to update the forward-looking statements, or to update the reasons why actual results could differ from
those reflected in the forward looking-statements unless and until required by securities laws applicable to Antera.
Additional information identifying risks and uncertainties is contained in filings by Antera with the Canadian
securities regulators, which filings are available at www.sedar.com.
Completion of the Wishpond Transaction is subject to a number of conditions, including but not limited to, TSXV
acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no
assurance that the 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
Wishpond 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 TSXV has in no way passed upon the merits of the proposed Wishpond Transaction and has neither approved nor
disapproved the contents of this press release.
The Antera Common Shares will remain halted until such time as permission to resume trading has been obtained from
the TSXV. Antera is a reporting issuer in Alberta, British Columbia, and
Ontario.
SOURCE Antera Ventures I Corp.
For further information: For more information about Antera, please contact Raj Dewan, Corporate Secretary, at (416)
865-7878.