Calgary, Alberta--(Newsfile Corp. - September 7, 2021) - CleanGo Innovations Inc. (CSE: CGII) (formerly, Softlab9 Technologies Inc.) (the "Company" or "CleanGo Innovations") is pleased to announce that it has completed its previously announced business combination by plan of arrangement (the "Transaction") pursuant to which it acquired Clean Go Green Go Inc. ("CGGG"), changed its name to CleanGo Innovations Inc., and reconstituted its board and management team.
CleanGo Innovations is an FDA and Health Canada approved manufacturer of a suite of green, non-toxic, and biodegradable cleaning products for industrial, commercial and consumer markets. The Company also manufactures hand sanitizer gel which is sold throughout the USA and Canada.
"Obtaining a listing on a major securities exchange is an important milestone in the growth of our Company. We are grateful for the support of our shareholders and the efforts of our experienced, talented team," said Anthony Sarvucci, the new President and CEO of the Company. "We believe this listing will enhance our visibility and liquidity, strengthen and broaden our shareholder base, and pave the way for accelerated growth as we create long-term value for shareholders, stakeholders and the environment."
Overview of the Transaction
The Transaction was completed by way of a share exchange between the shareholders of CGGG and the Company pursuant to which the Company acquired all the issued and outstanding common shares of CGGG (the "CGGG Shares") in exchange for its common shares (the "Consideration Shares") on the basis of 0.75 of one Consideration Share for each CGGG Share issued and outstanding, as a result of which CGGG became a wholly owned subsidiary of the Company.
For further information with respect to the Transaction and the business of CleanGo Innovations, please refer to the listing statement (the "Listing Statement") of CleanGo Innovations which has been filed under the Company's profile on SEDAR at www.sedar.com.
Commencement of Trading
The Transaction constituted a fundamental change in accordance with the policies of the Canadian Securities Exchange (the "CSE"). Trading in the common shares of the Company will commence on the CSE under the ticker symbol "CGII" on Wednesday September 8, 2021.
Prior to the closing of the Transaction, the Company completed a non-brokered private placement (the "Unit Financing") of 2,500,000 units at $0.40 per Unit, the proceeds from which were held in escrow pending receipt of conditional approval from the CSE for the Transaction. The escrowed proceeds from the Unit Financing have been released from escrow to the Company. See the Company's news release disseminated on August 26, 2021, for additional information about the Unit Financing.
The net proceeds from the Unit Financing will be used to fund the development of the Company's business, as described in the Filing Statement and for general working capital.
New Board and Management
Upon closing of the Transaction, Anthony Sarvucci was added as an additional director and Rahim Mohamed resigned as CEO and a director, Kulwant Sander resigned as CFO, and Derrick Lewis and Kelly Abbott resigned as directors. Alnoor Nathoo remained as a director. Accordingly, the board of directors and management of CleanGo Innovations were reconstituted in place of the previous directors and officers as follows:
Anthony Sarvucci - President, Chief Executive Officer and Director
Eugene Chen - Director
Dr. Darren Clark - Director
Alnoor Nathoo - Director
Morgan Rebrinsky - Director
Gary Lobb - Chief Financial Officer
Paula Pearce-Sarvucci - Corporate secretary
Biographical descriptions of each director and member of the senior management team of CleanGo Innovations are included in the Listing Statement.
Upon completion of the Transaction, CleanGo Innovations has 43,884,351 common shares issued and outstanding (non-diluted), of which the former shareholders of CGGG hold 23,887,500 CleanGo Innovations common shares representing approximately 54.6%.
Information for Shareholders
CGGG shareholders must complete and return a Letter of Transmittal ("LOT") together with the certificate(s) representing their CGGG Shares and all other required documents to the Depositary, Odyssey Trust Company, at one of the offices specified in the LOT.
Early Warning Disclosure
In connection with the closing of the Transaction, Anthony Sarvucci was issued 8,137,500 CleanGo Innovations common shares.
A copy of the Early Warning Report with additional information in respect of the foregoing matters will be filed on www.SEDAR.com under the Company's profile.
For further information regarding the Transaction, please contact:
Chief Executive Officer
CleanGo Innovations Inc.
This news release may contain forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation. Forward-looking statements can often be identified by words such as "will", "plans", "expects", "may", "intends", "anticipates", "believes", proposes" or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors, including risks and uncertainties relating to general economic, market or business conditions or changes in laws, regulations and policies affecting the Company's operations. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. Any forward-looking statements included in this news release are made as of the date hereof and the Company does not intend to update or revise any forward-looking statements, except as expressly required by law.
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