First Responder and Airbeam Wireless Technologies Enter Into Definitive Amalgamation Agreement
FIRST RESPONDER AND AIRBEAM WIRELESS TECHNOLOGIES ENTER INTO
DEFINITIVE AMALGAMATION AGREEMENT
Not for distribution to U.S. news wire services or dissemination in the United States
Vancouver, British Columbia – March 4, 2021 – First Responder Technologies Inc. (“First Responder” or
the “Company”) (CSE: WPN | OTCQB: WPNNF | FWB: 3WK), a leading developer of public safety and
security technologies, is pleased to announce that it has entered into a definitive agreement dated March
2, 2021 (the “Amalgamation Agreement”) with Airbeam Wireless Technologies Inc. (“Airbeam”) in
respect of a proposed reverse take‐over transaction (the “Proposed Transaction”). The Proposed
Transaction will constitute a “fundamental change” for the Company pursuant to the rules and policies of
the Canadian Securities Exchange (the “Exchange”). The Proposed Transaction is an arm’s length
transaction. Upon successful completion of the Proposed Transaction, it is anticipated that the resulting
entity (the “Resulting Issuer”) will focus primarily on the business of Airbeam under the name “Airbeam
Technologies Inc.” or such other name determined by the parties.
About Airbeam
Airbeam is a private company existing under the laws of British Columbia and is based in Richmond, British
Columbia. There are currently 69,498,917 common shares in the capital of Airbeam (the “Airbeam
Shares”) (including 4,500,000 restricted shares) and 669,999 common share purchase warrants
outstanding (“Airbeam Warrants”).
Airbeam is a developer of 5G‐enabled Smart City technologies, which sells a proprietary 60 GHz millimeter
wave chipset, hardware and software, which cost in excess of $110 million USD to develop by a leading
semiconductor company from which it was acquired.
As of the date hereof, Airbeam has not prepared financial statements. Airbeam is in the process of
preparing audited financial statements and will provide a summary of significant financial information in
due course.
Proposed Transaction
Pursuant to the Amalgamation Agreement, the parties plan to complete a three‐cornered amalgamation
whereby a newly incorporated wholly‐owned subsidiary of First Responder (“First Responder Subco”) will
amalgamate with Airbeam, and First Responder will acquire all of the outstanding Airbeam Shares. The
shareholders of Airbeam will receive common shares of First Responder (the “First Responder Shares”)
in exchange for their Airbeam Shares, resulting in a reverse takeover of First Responder by the Airbeam
shareholders. The amalgamated corporation resulting from the amalgamation of First Responder Subco
and Airbeam will be wholly‐owned by the Resulting Issuer.
Subject to adjustment as described in the Amalgamation Agreement, it is intended that First Responder
Shares will be issued to holders of Airbeam Shares on the basis of 9.78 First Responder Shares for every
one (1) Airbeam Share (the “Exchange Ratio”), resulting in the issuance of 679,699,408 First Responder
Shares to the shareholders of Airbeam. Upon closing of the Proposed Transaction, the Airbeam Warrants
will cease to represent a right to acquire Airbeam Shares and will provide the holder the right to acquire
First Responder Shares, all in accordance with the adjustment provisions provided in the certificates
representing the Airbeam Warrants, subject to the Exchange Ratio. In lieu of the foregoing Exchange
Ratio, the parties may effect the same capitalization through a consolidation of the existing First
Responder Shares.
The Amalgamation Agreement also contemplates other material conditions precedent to the closing of
the Proposed Transaction (the “Closing”), including the completion of the Bridge Financing (as defined
below), the completion of the Concurrent Financing (as defined below), compliance with all applicable
regulatory requirements and receipt of all necessary regulatory, corporate, third‐party and shareholder
approvals being obtained, including the approval of the Exchange (or such other exchange on which
application to list the First Responder Shares may be made). There can be no assurance that the Proposed
Transaction will be completed as proposed, or at all. There is no assurance that the Resulting Issuer will
be able to satisfy the listing requirements of the Exchange (or such other exchange on which application
to list the First Responder Shares may be made).
The Closing will involve, among others, the following steps:
completion of the Bridge Financing;
completion of the Concurrent Financing;
receipt of all shareholder and regulatory approvals relating to the Proposed Transaction and the
Concurrent Financing, including, without limitation, the approval of the Exchange (or such other
exchange on which application to list the First Responder Shares may be made); and
each of the parties shall have executed, delivered and performed their respective covenants as
outlined in the Amalgamation Agreement, and all representations and warranties of each party
contained in the Amalgamation Agreement shall be true and correct at the time of Closing.
The First Responder Shares to be issued pursuant to the Proposed Transaction will be issued pursuant to
exemptions from the prospectus requirements of applicable securities legislation. Certain of the First
Responder Shares issuable pursuant to the Proposed Transaction may be subject to the escrow
requirements of the Exchange and to hold periods as required by applicable securities laws.
The Company and Airbeam, as applicable, may pay finder’s fees in connection with the Bridge Financing,
the Concurrent Financing and the Proposed Transaction up to the maximum permitted under the policies
of the Exchange.
Bridge Financing
In connection with the Proposed Transaction, First Responder plans to complete on a private placement
basis a financing of 10% unsecured convertible debentures (“First Responder Convertible Debentures”)
to be priced in the context of the market for gross proceeds not to exceed $1,000,000 (the “Bridge
Financing”).
Subject to and concurrent with the closing of the Proposed Transaction, the First Responder Convertible
Debentures will be deemed to be exercised, without payment of any additional consideration and without
any further action by the holder thereof, for units (the “First Responder Bridge Units”) at a conversion
price per First Responder Bridge Unit equal to a 20% discount to the First Responder securities or Airbeam
securities, as applicable, to be issued pursuant to the Concurrent Financing. Each First Responder Bridge
Unit to be issued upon deemed exercise of the First Responder Convertible Debentures will consist of one
(1) First Responder Share and one‐half of one share purchase warrant (each whole warrant, a “First
Responder Warrant”). Each First Responder Warrant will entitle the holder thereof to purchase one First
Responder Share at an exercise price equal to a 25% premium to the First Responder securities or Airbeam
securities, as applicable, to be issued pursuant to the Concurrent Financing, for a period of two (2) years
from the date of issuance.
A portion of the foregoing financing may be completed directly by Airbeam for such amount of gross
proceeds as the parties, acting reasonably, may agree, and which shall be on substantially the same terms
as the Bridge Financing, in which case the gross proceeds raised by First Responder pursuant to the Bridge
Financing shall be reduced in the same amount.
Concurrent Financing
In connection with the Proposed Transaction, Airbeam and First Responder will seek to arrange for the
completion of a private placement of Airbeam securities or First Responder securities, as may be agreed
upon by the parties, to be priced in the context of the market but in no event less than the offering price
of the Bridge Financing, for minimum gross proceeds of $25,000,000 as further described in the
Amalgamation Agreement (the “Concurrent Financing”). The Concurrent Financing will be structured as
a common share offering, a subscription receipt offering, a special warrant offering, a convertible
debenture offering or such other security offering as determined by the parties based on discussions with
investors.
Upon closing of the Proposed Transaction, all securities of Airbeam issued in connection with the
Concurrent Financing, if applicable, will automatically be exchanged for securities of First Responder in
accordance with the Exchange Ratio.
The Resulting Issuer – Summary of Proposed Directors
It is currently anticipated that certain of the current officers and directors of the Company will resign from
their respective positions with the Company.
Following the Closing, the board of directors of the Resulting Issuer will consist of seven (7) directors, four
(4) of which will be nominees of Airbeam and three (3) of which will be nominees of the Company.
Dr. Karim Arabi, current Chairman of Airbeam, is expected to become the Chairman of the Resulting
Issuer. Mr. Wayne Lloyd, current President of Airbeam, and Erin Campbell, current director of First
Responder, and Yan Zhang are also expected to become directors of the Resulting Issuer. Robert Delamar
is expected to be Chief Executive Officer and a director the Resulting Issuer. Michael Malana is expected
to be Chief Financial Officer, but not a director of the Resulting Issuer. Naresh Singhal is expected to be
Chief Technology Officer, but not a director of the Resulting Issuer.
Brief descriptions for certain of the expected directors and officers of the Resulting Issuer are provided in
the Company’s news release dated November 30, 2020, copies of which are available on the Company’s
SEDAR profile at www.sedar.com. The following is a brief description of the remaining expected directors
and officers of the Resulting Issuer who have been identified as of the date hereof:
Yan Zhang – Director
Dr. Zhang co‐founded several high technology firms in networking, IOT, fintech, blockchain, and e‐
commerce. In addition to AirBeam, Dr. Zhang built DappWorks, a leader in IOT blockchain and trusted
computing; and Consensus Core Technologies Inc., a private company focusing on building digital
infrastructure. Prior to his entrepreneurial career, Dr. Zhang took multiple senior roles in engineering,
marketing, sales, and operations in the Canadian branches of Fortune 500 companies like Philips and
Schneider, as well as Canada and Silicon Valley venture firms like Soraa and Cooledge. Dr. Zhang obtained
his Ph.D. degree from Simon Fraser University and B.S. from Tsinghua University, majoring in
Semiconductor and Optoelectronics. He has published more than 10 papers in top journals and
conferences and has 50 patents authorized or pending in IOT, blockchain, telecommunications, and smart
cities.
Michael Malana – Chief Financial Officer
Michael Malana is the Chief Financial Officer and a Director of First Responder. He holds the position of
chief financial officer for WPD Pharmaceuticals, Inc., chief financial officer and secretary for GrowMax
Resources Corp., and chief financial officer and secretary for Nortec Minerals Corp. Mr. Malana is also on
the board of Micron Waste Technologies, Inc. Mr. Malana previously occupied the position of chief
financial officer and secretary of Karam Minerals, Inc., chief financial officer for Patriot One Technologies,
Inc., controller for China Gold International Resources Corp. Ltd., chief financial officer and secretary of
Orca Touchscreen Technologies Ltd., chief financial officer of Sunward Resources Ltd. and chief financial
officer and secretary of Apivio Systems, Inc.
Mr. Malana has over 15 years of experience in the administration, accounting and corporate reporting for
public companies having served as Chief Financial Officer and Corporate Secretary with several publicly
listed companies. Mr. Malana is a Chartered Professional Accountant and holds a Bachelor of Commerce
degree in Accounting from Concordia University.
Further details concerning the management and directors of the Resulting Issuer will be provided in the
disclosure document to be prepared and filed in respect of the Proposed Transaction.
Trading in First Responder Shares
Trading in the Company’s shares has been halted in compliance with the policies of the Exchange. Trading
in the Company’s shares will remain halted pending the review of the Proposed Transaction by the
Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that
trading in the shares of the Company will not resume prior to Closing.
Disclosure and Caution
Further details about the Proposed Transaction, financial information regarding Airbeam, the Bridge
Financing, the Concurrent Financing and the Resulting Issuer will be provided in the disclosure document
to be prepared and filed in respect of the Proposed Transaction.
Investors are cautioned that, except as disclosed in the disclosure document, any information released or
received with respect to the Proposed Transaction may not be accurate or complete and should not be
relied upon.
All information provided in this press release relating to Airbeam has been provided by management of
Airbeam and has not been independently verified by management of the Company.
No securities regulatory authority has either approved or disapproved of the contents of this news release.
The securities of the Company have not been, nor will they be, registered under the United States Securities
Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States,
or to or for the account or benefit of any person in the United States, absent registration or an applicable
exemption from the registration requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which
such offer, solicitation or sale would be unlawful.
On behalf of the Board of Directors,
“Robert F. Delamar”
Robert F. Delamar, CEO
First Responder Technologies Inc.
915 ‐ 700 West Pender Street
Vancouver, BC. V6C 1G8
+1‐604‐227‐9821
About First Responder Technologies Inc.
First Responder Technologies Inc. is a technology development company that commercializes academic
and internally developed intellectual property for use in the public safety market. The Company is
developing a WiFi‐based technology, based in part, on academic research licensed from Rutgers, the State
University of New Jersey that can be used to detect concealed weapons. The Company’s threat detection
technology line of business was created to capture a significant portion of the global weapons detection
systems market, and in particular, the global perimeter security detection market. In the Company’s view,
WiFi‐based threat detection technology may be utilized by a wide range of facilities, including schools,
places of worship, shopping centres and theatres, to not only make their premises secure, but also reduce
their cost of security, from the interior of a facility to the perimeter.
For more information visit: www.firstrespondertech.com or follow us on Twitter, LinkedIn and Facebook.
For Further Information, Please Contact:
General Inquiries:
Investor Relations:
Lyle McLennan
Media Contacts:
Jeff Rutledge
CAUTION REGARDING FORWARD‐LOOKING INFORMATION
Certain statements contained in this news release may constitute forward‐looking information, including
statements relating to the completion of the Proposed Transaction, the proposed business of the
Resulting Issuer, the completion of the Bridge Financing, the completion of the Concurrent Financing, the
proposed directors and officers of the Resulting Issuer, shareholder, director and regulatory approvals,
and future press releases and disclosure. Forward‐looking information is often, but not always, identified
by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”,
and similar expressions. Forward‐looking information involves known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ materially from those anticipated in
such forward‐looking information. The actual results of the Company, Airbeam or the Resulting Issuer
could differ materially from those anticipated in this forward‐looking information as a result of regulatory
decisions, competitive factors in the industries in which the Company and Airbeam operate, prevailing
economic conditions, changes to the Company or Airbeam’s strategic growth plans, and other factors,
many of which are beyond the control of the Company and Airbeam. Each of the Company and Airbeam
believe that the expectations reflected in the forward‐looking information are reasonable, but no
assurance can be given that these expectations will prove to be correct and such forward‐looking
information should not be unduly relied upon. Any forward‐looking information contained in this news
release represents the Company and Airbeam’s expectations as of the date hereof, and is subject to
change after such date. Each of the Company and Airbeam disclaim any intention or obligation to update
or revise any forward‐looking information whether as a result of new information, future events or
otherwise, except as required by applicable securities legislation.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.