Cuspis Capital II Ltd. and 11197894 Canada Ltd. Announce Execution of Business Combination Agreement

Cuspis Capital II Ltd. (TSXV: CII.P) (“Cuspis” or the “Corporation”), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange”) Policy 2.4 – Capital Pool Companies (“Policy 2.4”), and 11197894 Canada Ltd. (“IC Group”) are pleased to announce that, further to Cuspis’ news releases dated March 5, 2024, July 29, 2024, and November 7, 2024 (the “Prior Press Releases”), Cuspis, IC Group and 16470734 Canada Inc. (“Subco”), a wholly-owned subsidiary of Cuspis, have entered into a business combination agreement dated November 15, 2024 (the “Definitive Agreement”) in connection with the proposed business combination of Cuspis and IC Group to ultimately form the resulting issuer (the “Resulting Issuer”) that will continue on the business of IC Group, subject to the terms and conditions outlined below and in the Prior Press Releases. Cuspis and IC Group intend that the transactions contemplated by the Definitive Agreement (the “Transaction”) will constitute Cuspis’ Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Transaction, the Resulting Issuer intends to list as a Tier 1 Technology Issuer on the Exchange. Unless otherwise indicated herein, the terms of the Transaction are as set forth in the Prior Press Releases.

Under the terms of the Definitive Agreement, the Transaction will be completed by way of a three-cornered amalgamation under the federal laws of Canada, whereby Subco and IC Group will amalgamate (the “Amalgamation”), and the resulting amalgamated entity will survive as a wholly-owned subsidiary of Cuspis. Each issued and outstanding Class A common share of IC Group (each an “IC Group Share”) will be exchanged for common shares (the “Resulting Issuer Shares”) of the Resulting Issuer on the basis of one (1) Resulting Issuer Share for one (1) IC Group Share (the “Exchange Ratio”). In addition, it is contemplated that all securities convertible, exercisable or exchangeable into IC Group Shares outstanding at the effective time will be exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio.

About Cuspis and Subco

Cuspis completed its initial public offering on December 11, 2020. The common shares of Cuspis are listed for trading on the TSXV under the symbol “CII.P”. Cuspis has not commenced commercial operations and has no assets other than cash. Cuspis was incorporated under the laws of the Province of Ontario.

Subco is a private company incorporated under the Canada Business Corporations Act on October 24, 2024, for the purpose of completing the Transaction.

 

About IC Group

IC Group, headquartered in Winnipeg, Manitoba, was incorporated on July 31, 2023 under the Canada Business Corporations Act, and is the product of a July 31, 2023 amalgamation that consolidated entities that have effectively been in active business since 1989, to continue as IC Group.  IC Group is a leading marketing services technology company with over 30 years’ experience delivering impactful digital promotions, loyalty, rebate, messaging, and specialty insurance solutions for Fortune 500 brands in global jurisdictions.

 

Further Information

 

The full details of the Transaction are as set forth in the Prior Press Releases, updated by this press release.

 

All information contained in this press release with respect to Cuspis and IC Group (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

 

Investors are cautioned that, except as disclosed in the Disclosure Document (as such term is defined in the Prior Press Release) to be prepared in connection with the 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 Transaction and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the Corporation will remain halted pursuant to Section 2.5 of Exchange Policy 5.2 – Changes of Business and Reverse Takeovers and Section 2.3(b) of Policy 2.4.

For more information regarding Cuspis, please contact William Ollerhead, the Chief Executive Officer of the Corporation.

William Ollerhead, CEO

will@cuspiscapital.com

(416) 214-0876

 

For more information regarding IC Group, please contact Duncan McCready, the Chief Executive Officer of IC Group.

Duncan McCready, CEO

Duncan.McCready@ICGoupinc.com

(204) 487-5000