November 2, 2018 – Vancouver, British Columbia – Norwick Capital Corp. (“Norwick”) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) in respect of its previously announced qualifying transaction with Converge Technology Partners Inc. (“Converge”) pursuant to Policy 2.4 – Capital Pool Companies of the TSXV (the “Qualifying Transaction”). In connection with the Qualifying Transaction and pursuant to TSXV requirements, Norwick has filed a filing statement dated November 1, 2018 (the “Filing Statement”) on SEDAR (www.sedar.com).
In accordance with the acquisition agreement dated August 28, 2018, as amended, Norwick Acquisition Corp., a wholly owned subsidiary of Norwick, will amalgamate with Converge. Prior to closing of the Qualifying Transaction, it is intended that Norwick will change its name to “Converge Technology Solutions Corp.” and, subject to regulatory approval, will consolidate its share capital on the basis of one post-consolidation common share of Norwick for every 3.2 common shares of Norwick existing immediately before the consolidation. The Qualifying Transaction, which remains subject to the fulfillment of all of the requirements of the TSXV, is expected to close on or about November 7, 2018.
Converge Technology Partners Inc. represents the intersection of disruptive technologies and foundational infrastructure solutions and is building a platform of regionally focused Hybrid IT solution providers that deliver best-of-breed solutions and services to customers. These capabilities are enhanced by advance expertise in multi-cloud solutions, blockchain, resiliency, and managed services, enabling Converge to address the business and IT issues that public and private-sector organizations face today. A complete description of Converge’s business is contained in the Filing Statement.
For further information:
Richard A. Graham
President, Chief Executive Officer, and Chief Financial Officer
Norwick Capital Corp.
Chief Executive Officer
Converge Technology Partners Inc.
This press release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation regarding Norwick, Converge, and their respective businesses. Any statement that involves 23501182.3 2
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the completion of the Qualifying Transaction and receipt of regulatory approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Except as required by law, Norwick and Converge assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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 unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.