Austpro and DeFi Announce Proposed Reverse Takeover
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Austpro and DeFi Announce Proposed Reverse Takeover

Thursday, April 15, 2021 4:15 PM
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VANCOUVER, BC / ACCESSWIRE / April 15, 2021 / Austpro Energy Corporation ("Austpro" or the "Company") (TSXV:AUS.H) is pleased that it has entered into a binding letter of intent dated as of April 15, 2021 (the "Letter of Intent") with DeFi Ventures Inc. ("DeFi"). The Letter of Intent outlines the proposed terms and conditions pursuant to which Austpro and DeFi will effect a business combination that will result in a reverse takeover of Austpro by the securityholders of DeFi (the "Acquisition"). The Letter of Intent was negotiated at arm's length.

DeFi, a private company incorporated pursuant to the laws of the Province of British Columbia, is a technology company seeking to streamline access to the assets and protocols that power the new era of decentralized finance. DeFi is preparing to launch DFX (www.dfx.fi), its proprietary dashboard that integrates with the entire DeFi ecosystem, in the coming months. DeFi utilizes a data driven approach in creating and capturing value in the DeFi ecosystem - through both technology and assets. DeFi currently has 27,059,998 common shares (the "DeFi Shares") issued and outstanding, and 400,000 stock options, which are exercisable at $0.25 per share with 250,000 stock options expiring on March 5, 2026 and 150,000 stock options expiring on March 29, 2026.

Terms of the Acquisition

The Acquisition will be completed through a definitive agreement (the "Definitive Agreement") that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions, and will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with Austpro acquiring all securities of DeFi, and DeFi securityholders becoming securityholders of the Company. The final structure for the Acquisition is subject to satisfactory tax, corporate and securities law advice for both Austpro and DeFi.

In connection with the Acquisition, the Company will be required to, among other things: (i) change its name to a name requested by DeFi and acceptable to applicable regulatory authorities; (ii) consolidate its outstanding Austpro Shares on a 8.727 old for 1 new basis (the "Consolidation"); and (iii) cancel all currently issued and outstanding convertible securities.

Under the terms of the Acquisition, shareholders of DeFi will be issued post-consolidation common shares of Austpro (the "Consideration Shares") in exchange for DeFi Shares on a 1 for 1 basis. This will result in the issuance of 27,059,998 Consideration Shares based on the current capital structure of DeFi. The Acquisition will also provide that all outstanding options to purchase DeFi Shares shall be exchanged for economically equivalent securities of the Resulting Issuer (as defined below). Certain of the Consideration Shares will be subject to escrow pursuant to the policies of the CSE.

Following completion of the Acquisition, it is anticipated that there will be 28,760,190 post-consolidated common shares issued and outstanding in the Resulting Issuer (excluding securities issued pursuant to the DeFi Financing described below), of which shareholders of DeFi will own 27,059,998 and shareholders of Austpro will own 1,700,192.

Further details of the Acquisition will be included in subsequent news releases and disclosure documents (which will include additional business and financial information in respect of DeFi) to be filed by the Company in connection with the Acquisition.

Completion of the Acquisition is subject to a number of conditions, including completion of the DeFi Financing, receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents including the Definitive Agreement, approval of the TSX Venture Exchange (the "TSXV") for the delisting of the common shares of Austpro (the "Austpro Shares") from the NEX board of the TSXV, and conditional approval of the Canadian Securities Exchange (the "CSE") for the listing of the Resulting Shares (as defined below) following completion of the Acquisition.

Financing

DeFi has engaged PI Financial Corp. (the "Agent") to act as lead agent and sole book runner to complete a brokered private placement (the "DeFi Financing") to accredited investors, of subscription receipts (the "Subscription Receipts"), to raise a minimum of $7,500,000 at a price of $1.00 per Subscription Receipt (the "Defi Financing Price").

Immediately prior to completion of the Acquisition, on satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire one common share of DeFi. The DeFi shares issuable upon exercise of the Subscription Receipts will be exchanged for one common share (a "Resulting Issuer Share") of the issuer resulting from completion of the Acquisition (the "Resulting Issuer").

The Subscription Receipts will be issued pursuant to a subscription receipt agreement to be entered into by DeFi, the Agent and an escrow agent, as subscription receipt agent (the "Subscription Receipt Agreement"). Pursuant to the Subscription Receipt Agreement, the gross proceeds of the DeFi Financing (less 50 per cent of the Agents' cash commission and all of the Agents' expenses) will be deposited in escrow on closing of the DeFi Financing pending satisfaction of certain conditions (the "Escrow Release Conditions"), including, amongst others: (i) the satisfaction or waiver of each of the conditions precedent to the Acquisition; (ii) the Resulting Issuer being conditionally approved for listing on the CSE, and (iii) ‎ the receipt of all required shareholder and regulatory approvals in connection with the Acquisition and the DeFi Financing.

Upon closing of the DeFi Financing, the Agent will receive a corporate finance fee of $50,000, and a cash commission equal to 7.0% of the gross proceeds of the DeFi Financing, provided that one-half of the commission will be held in escrow pursuant to the Subscription Receipt Agreement, to be released on completion of the Acquisition. Upon closing of the DeFi Financing, the Agent shall be issued such number of agents' warrants as is equal to 7.0% of the number of Subscription Receipts sold pursuant to the DeFi Financing, each such agent's warrant to be exchanged for one agent's warrant of the Resulting Issuer (a "Resulting Issuer Agents' Warrant") upon closing of the Acquisition. Each Resulting Issuer Agents' Warrant will be exercisable to acquire one Resulting Issuer Share at an exercise price of $1.00 per share for a period of 24 months from closing of the Acquisition, subject to adjustment in certain events.

All securities issued by the Resulting Issuer in connection with the DeFi Financing will be free trading upon completion of the Acquisition.

Board of Directors and Management Changes

On completion of the Acquisition, the Company's Board of Directors and management team will be reconstituted to consist of four directors determined by DeFi, as listed below. Information on additional management appointments, including the Chief Financial Officer and Corporate Secretary, will be disclosed when available.

Ben Samaroo, Chief Executive Officer and Director

Ben is an entrepreneur with executive and advisory experience in private and public companies in fintech, blockchain and digital assets. Ben was formerly an executive officer of First Coin Capital, a cryptocurrency start-up acquired by Galaxy Digital, and served on the Galaxy Digital leadership team. He serves as an advisor to the British Columbia Securities Commission on the Fintech Advisory Forum and to FINTRAC on virtual currencies. Ben holds his Juris Doctor and Bachelor of Commerce from the University of Alberta.

Cong Ly, Chief Technology Officer and Director

Cong is an experienced technology leader with extensive working knowledge in fintech, blockchain, and distributed computing development. Cong held management positions at Hootsuite responsible for the volume business and strategic integration. He also served as the Director of Technology at First Coin Capital, which was acquired by Galaxy Digital. Cong holds a Master of Science degree with specialization in Distributed Multimedia Systems from Simon Fraser University. His research in distributed computing has been extensively published in major ACM Multimedia conferences and journals including IEEE Transactions on Multimedia.

Dean Sutton, Chief Strategy Officer and Director

Dean is a technology founder, venture builder and investor with a decade of experience in leading technology-centric companies through development, financing and commercialization. As an active founder, executive and participant in fintech, blockchain and digital currencies since 2015, he has supported and advised a number of companies, including the first bitcoin mining company to list on the London Stock Exchange. He is a Co-Founder of LQwD Financial Corp., a bitcoin infrastructure and payments company focused on the Lightning Network, and Atlas One Digital Securities, a Canadian digital securities investment platform. He is a member of the Forbes Technology Council, a mentor with the Branson Centre of Entrepreneurship and an avid supporter of the fintech and crypto startup ecosystem.

Mark Binns, Director

Mark is a seasoned entrepreneur and public markets CEO and Director with 25+ years of experience building B2B and B2C companies in the cryptocurrency, retail and telecom industries. With a focus on building customer-driven sales and marketing strategies, Mark has completed multiple successful exits and has taken startups from 2 people to $500M+ valuations. Mark also has a successful consulting career providing strategic advice on customer acquisition and revenue growth to Fortune 1000 technology companies including Blackberry, Cisco and Rogers Communications. Mark is currently the CEO and Director of BIGG Digital Assets which trades on the CSE under the ticker BIGG.

The common shares of the Company will remain halted until all necessary filings have been accepted by the applicable regulatory authorities.

Additional Information

For additional information, please contact:

Scott Ackerman, Chief Executive Officer, Austpro Energy Corporation
[email protected]
778-331-8505

Ben Samaroo, Chief Executive Officer, DeFi Ventures Inc.
[email protected]

On Behalf of the Board of Directors of Austpro Energy Corporation

Scott Ackerman
Director

All information contained in this news release with respect to DeFi was supplied by DeFi for inclusion herein and the Company has relied on the accuracy of such information without independent verification.

As noted above, completion of the Acquisition is subject to a number of conditions, including but not limited to, completion of the DeFi Financing, TSXV acceptance of the voluntary delisting of the Austpro Shares from the NEX board of the TSXV such delisting and conditional listing approval of the CSE. The Acquisition cannot close until the required shareholder and regulatory approvals are obtained in respect of the applicable matters. There can be no assurance that the Acquisition or the DeFi Financing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or listing statement of the Company to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Austpro should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the DeFi Financing in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Acquisition and the DeFi Financing, expectations regarding whether the Acquisition will be consummated, including whether conditions to the consummation of the Acquisition will be satisfied, the timing for obtaining all necessary approvals for the Acquisition and the timing for completing the Acquisition, expectations for the effects of the Acquisition or the ability of the combined company to successfully achieve business objectives, expectations regarding whether the DeFi Financing will be consummated, and expectations for other economic, business, and/or competitive factors.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Acquisition and the DeFi Financing; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Acquisition on the proposed terms and schedule; the ability to satisfy the conditions to the consummation of the DeFi Financing or to the conversion of the DeFi Subscription Receipts; the potential impact of the announcement or consummation of the Acquisition on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Acquisition and the DeFi Financing. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

SOURCE: Austpro Energy Corporation

Austpro Energy Corp
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