Pelican AI and Christie Capital Announce Launch of Brokered Financing

Executive Summary

• Pelican Canada Inc. (doing business as Pelican AI) and Christie Capital Corp. announced a brokered private placement of subscription receipts to raise up to C$5,000,000, priced at C$0.25 per receipt.
• The offering is in anticipation of a reverse takeover transaction where Christie will amalgamate with Pelican, resulting in a new entity named "PelicanAI Corp." listed on the TSX Venture Exchange.
• Proceeds will be held in escrow until the completion of the reverse takeover, with funds released for working capital and general corporate purposes upon satisfaction of closing conditions.

Key Details

• Offering Structure: Brokered private placement of subscription receipts.
• Price: C$0.25 per Subscription Receipt.
• Gross Proceeds: Up to C$5,000,000.
• Agents: Canaccord Genuity Corp. acting as sole lead manager and bookrunner, alongside Research Capital Corporation.
• Agents’ Option: The Lead Agent has the option to increase the offering size by up to 20% (additional Subscription Receipts) prior to the closing date.
• Transaction Context: The offering supports a three-cornered amalgamation (reverse takeover) of Christie by Pelican, previously announced on December 3, 2024.
• Escrow Arrangement: Gross proceeds less commissions and expenses ("Escrowed Funds") will be held by an escrow agent. Funds are released to Pelican only upon satisfaction of conditions precedent to the Transaction.
• Escrow Deadline: If conditions are not satisfied by 11:59 p.m. (Toronto time) on the date 180 days after the Offering Closing Date, funds (plus interest) will be returned to subscription receipt holders. Pelican is liable for any shortfall.
• Use of Proceeds: Working capital and general corporate purposes.
• Listing: The resulting issuer intends to change its name to "PelicanAI Corp." and apply for listing on the TSX Venture Exchange.
• Management Changes: Upon closing, all of Christie’s current directors and executive officers will resign. New nominees include:
  • Sasha Grujicic – Chief Executive Officer
  • Daren Trousdell – Executive Chairman, Director
  • Mahesh Patankar – Global Head of Sales
  • John Desmond – Director, Chair of Audit Committee
  • John Adamovich – Lead Director, Chair of Governance and Nominating Committee
  • Marcel Van der Wal – Director
  • Note: A Chief Financial Officer has not yet been identified.
• Shareholder Approvals: Christie intends to seek written consent for the name change, election of new directors, and the amalgamation. Pelican will convene a shareholder meeting to approve the amalgamation.
• Company Profile: Pelican specializes in AI-driven solutions for payment processing and financial crime compliance, operating in over 55 countries and having processed over one billion transactions.

Notable Quotes

• No direct quotes from executives were included in the text of the release.