Holly Street Capital Ltd. and Wolf Acquisition Corp. Announce Letter of Intent FOR Potential Qualifying Transaction with Jasper Interactive Studios Inc.
JOINT PRESS RELEASE
HOLLY STREET CAPITAL LTD.
c/o 1500 – 1055 West Georgia Street
Vancouver, B.C. V6E 4N7
WOLF ACQUISITION CORP.
84 Marion Street
Toronto, ON M5V 3C7
June 5, 2020 TSX-V: HSC.P & TSX-V: WOLF.P
HOLLY STREET CAPITAL LTD. AND WOLF ACQUISITION CORP. ANNOUNCE LETTER OF INTENT FOR
POTENTIAL QUALIFYING TRANSACTION WITH JASPER INTERACTIVE STUDIOS INC.
Not for distribution to United States newswire services or for release publication, distribution or
dissemination directly, or indirectly, in whole or in part, in or into the United States.
VANCOUVER, B.C. – Holly Street Capital Ltd. (TSX-V: HSC.P) (“Holly”), a capital pool company listed on
the TSX Venture Exchange (the “Exchange”), and Wolf Acquisition Corp. (TSX-V: WOLF.P) (“Wolf”), also a
capital pool company listed on the Exchange, are pleased to announce that they have entered into a
binding letter of intent dated June 2, 2020 (the “ Letter of Intent ”) with Jasper Interactive Studios Inc.
(“Jasper”) in respect of a proposed bu siness combination (the “Proposed Transaction”). It is anticipated
that Proposed Transaction will constitute the “Qualifying Transaction” for each of Holly and Wolf in
accordance with Policy 2.4 – Capital Pool Companies of the Exchange.
About Jasper
Jasper is a private company incorporated under the laws of Ontario, and currently has 2,471,546 common
shares (the “Jasper Shares”) outstanding on a fully -diluted basis, consisting of 1,938,181 Jasper Shares,
192,696 options to acquire up to 192,696 Jasper Shares at exercise prices ranging from $3.00 per share to
$7.00 per share, and 340,669 warrants to acquire up to 340,669 Jasper Shares at exercise prices ranging
from $2.60 per share to $7.50 per share. Jasper’s head office is based in Ontario.
Jasper is a Product Information Management ( “PIM”) solution empowering eCommerce merchants to
manage and merchandise their products from a single source of truth, allowing them to sell more, sell
faster and work smarter. Jasper is a leading software-as-a-service (SaaS) solution that provides invaluable
PIM services to businesses all over the world. Jasper helps retailers to manage and merchandise their
product information so that they can unify their eCommerce technology stack and optimize the way they
sell and market their products or services into new channels around the world.
Summary of the Proposed Transaction
The Letter of Intent contemplates that Holly, Wolf and Jasper will negotiate and enter into a definitive
agreement in respect of the Proposed Transact ion on or before July 31, 2020 (the “ Definitive
Agreement”), pursuant to which it is anticipated that Wolf will acquire all of the issued and outstanding
Jasper Shares and Holly common shares (the “ Holly Shares”), and shareholders of Jasper and Holly will
receive Wolf common shares (the “ Wolf Shares”) in exchange for their Jasper Shares and Holly Shares,
resulting in a reverse takeover of Wolf by Jasper. The Transaction will be structured as a three -cornered
amalgamation, plan of arrangement or other struct ure based on the advice of the parties’ respective
advisors and taking into account various securities, tax, operating and other considerations.
It is intended that Wolf Shares will be issued to holders of Jasper Shares in exchange for their Jasper Shares
on the basis of an exchange ratio determined in accordance with the final valuation of Jasper, which itself
will be determined by reference to the Concurrent Financing (as described below). Wolf Shares will be
issued to holders of Holly Shares on the basis of 1.23 Wolf Shares for every one Holly Share, subject to the
review and approval of the Exchange. Convertible securities of Jasper and Holly will become exercisable
for Wolf Shares in accordance with their terms.
It is anticipated that the resulting entity (the “Resulting Issuer”) will continue the business of Jasper under
the name “Jasper Technologies Inc.” or such other name as agreed by the parties.
Certain common shares of the Resulting Issuer to be issued pursuant to the Propo sed Transaction are
expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including
the securities to be issued to “Principals” (as defined under Exchange policies), which will be subject to
the escrow requirements of the Exchange.
The completion of the Proposed Transaction remains subject to a number of terms and conditions,
including, among other things:
• completion of the Interim Financing described below;
• the negotiation and execution of the Definitive Agreement;
• completion of the Concurrent Financing described below;
• the parties obtaining all necessary consents, orders and regulatory and shareholder approvals,
including the conditional approval of the Exchange subject only to customary conditions of
closing;
• if r equired by the Exchange, the delivery of a sponsor report and independent valuation
satisfactory to the Exchange;
• no material adverse changes occurring in respect of either Holly, Jasper or Wolf;
• completion of a thorough business, legal and financial review by each of the parties of the other
parties; and
• other standard conditions of closing for a transaction in the nature of the Proposed Transaction.
Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a
Technology Issuer on the Exchange, with Jasper as its primary operating subsidiary.
Interim Financing
Prior to entering into the Definitive Agreement, Jasper will complete a private placement of its securities
for minimum gross proceeds of $1 million (the “Interim Financing”). The proceeds of the Interim Financing
will be used to fund (i) expenses of the Proposed Transaction and the Interim Financing, and (ii) the post-
Proposed Transaction working capital requirements of Jasper. Finders fees may be payable in connection
with the Interim Financing.
Concurrent Financing
In connection with the Proposed Transaction, Jasper will complete a private placement of its securities for
minimum gross proceeds of $4 million, less the gross proceeds raised in the Interim Financing (the
“Concurrent Financing”). The securities issued pursuant to the Concurrent Financing will be priced in the
context of the market. The proceeds of the Concurrent Financing will be used to fund (i) expenses of the
Proposed Transacti on and the Concurrent Financing, and (ii) the post -Proposed Transaction working
capital requirements and growth initiatives of Jasper. Finders fees may be payable in connection with the
Concurrent Financing.
A further news release will be issued confirming the final terms of the Concurrent Financing once
determined.
Summary of Proposed Directors and Officers of the Resulting Issuer
It is anticipated that all of the current directors and officers of Holly and Wolf will resign from their
respective positions with Holly and Wolf. The board and management of the Resulting Issuer will be
comprised of Jasper nominees, and is expected to include Jon Marsella (CEO and director), Mike Hodes
(CFO) and additional directors and officers to be confirmed in due course.
The following are brief descriptions of the currently proposed directors and officers of the Resulting Issuer:
Jon Marsella – Chief Executive Officer and Director
Jon C. Marsella has been developing innovative software solutions for over 20 years . Throughout 2000-
2010, Jon worked for several interactive agencies in a variety of capacities, including Chief Technology
Officer, Director of Internet Technology, researcher, software prototype engineer, solution architect, 3D
game programmer, and account manager. Jon largely worked on special projects for
media/entertainment properties such as; Discovery Channel, Sesame Street, CTV, Glassbox Television,
Warner Music and Warner Home Video. In 2010, Jon worked with the Canadian Space Agency developing
a 3D n eurocognitive research simulation for astronaut training Jon founded Jasper with the intent of
bringing the absolute best software-as-a-service (SaaS) product information management (PIM) solution
to market for eCommerce merchants.
Mike Hodes – Chief Financial Officer
Mike has 25 years of senior financial management experience in the technology sector including 15 years
as a CFO. A trusted adviser to six entrepreneurial CEOs to date , he has extensive experience in growing
start-up companies, especially internationally. Mike is a qualified FCA (England and Wales) and CPA, CA
(Canada).
Additional information on the proposed board and management of the Resulting Issuer will be provided
once available.
Sponsorship of a Qualifying Transaction
Sponsorship of the Proposed Transaction is required by the Exchange unless an exemption or waiver from
this requirement is obtained in accordance with the policies of the Exchange. Holly Street and Wolf have
not yet engaged sponsors in connection with the Proposed Transaction. Additional information on
sponsorship arrangements will be provided once available.
Other Information relating to the Proposed Transaction
The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term
is defined in the policies of the Exchange) of Holly or Wolf. Damian Lopez, the CEO and a director of Wolf,
is also a director of Holly.
The Proposed Transaction will require the approval of the shareholders of Jasper and Holly. Certain
matters to be completed in connection with the Transaction, including the name change of Wolf, will also
require the approval of Wolf shareholders. Each of the parties intends to hold a shareholder meeting to
seek all necessary approvals, the details of which will be disclosed once available.
In accordance with the policies of the Exchange, the Holly Shares and Wolf Shares are currently halted
from trading and will remain so until such time as the Exchange determines, which, depending on the
policies of the Exchange, may not occur until completion of the Proposed Transaction.
In connection with the Proposed Transaction, McMillan LLP is acting as legal counsel to Holly, Wildeboer
Dellece LLP is acting as legal counsel to Wolf, and Caravel Law Professional Corporation is acting as legal
counsel to Jasper.
Additional information concerning the Proposed Transaction, Holly, Wolf, Jasper and the Resulting Issuer
will be provided in a subsequent news release and in Holly and Wolf’s Filing Statement or Information
Circular, as applicable, to be filed in connection with the Proposed Transaction and which will be available
under Holly and Wolf’s SEDAR profiles at www.sedar.com.
About Holly Street Capital Ltd.
Holly is designated as a Capital Pool Company under Exchange Policy 2.4. Holly has not commenced
commercial operations and has no assets other than cash. Holly’s objective is to identify and evaluate
businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying
Transaction must be approved by the E xchange and, in the case of a Non -Arm’s Length Qualifying
Transaction, must also receive majority approval of the minority shareholders. Until the completion of a
Qualifying Transaction, Holly will not carry on any business other than the identification and evaluation of
businesses or assets with a view to completing a proposed Qualifying Transaction.
Holly currently has 5,200,000 Holly Shares outstanding on a fully -diluted basis, consisting of 4,500,000
Holly Shares and 700,000 options to acquire Holly Shares at $0.10 per share.
ON BEHALF OF THE BOARD OF DIRECTORS OF HOLLY STREET CAPITAL LTD.
Joel Freudman
CEO
Contact: (647) 880-6414
About Wolf Acquisition Corp.
Wolf is designated as a Capital Pool Company under Exchange Policy 2.4. Wolf has not commenced
commercial operations and has no assets other than cash. Wolf’s objective is to identify and evaluate
businesses or assets with a view to completing a Qualifyi ng Transaction. Any proposed Qualifying
Transaction must be approved by the Exchange and, in the case of a Non -Arm’s Length Qualifying
Transaction, must also receive majority approval of the minority shareholders. Until the completion of a
Qualifying Transaction, Wolf will not carry on any business other than the identification and evaluation of
businesses or assets with a view to completing a proposed Qualifying Transaction.
Wolf currently has 6,350,001 Wolf Shares outstanding on a fully -diluted basis, consisting of 5,500,001
Wolf Shares and 850,000 options to acquire Wolf Shares at $0.10 per share.
ON BEHALF OF THE BOARD OF DIRECTORS OF WOLF ACQUISITION CORP.
Mack Hosseinian
Corporate Secretary
Contact: (647) 343-3819
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority
shareholder approval. Where applicable, the Proposed Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Propo sed Transaction, any information released or
received with respect to the Proposed Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Holly, Wolf, Jasper and the Resulting Issuer
was supplied by the parties, respectively, for inclusion herein, and Holly and Wolf and their respective
directors and officers have relied on Jasper for any information concerning such party.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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 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.
The information in this news r elease includes certain information and statements about management's
view of future events, expectations, plans and prospects that constitute forward looking statements,
including statements relating to the completion of the Proposed Transaction and the proposed business of
the Resulting Issuer. These statements are based upon assumptions that are subject to significant risks
and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual
results, expectation s, achievements or performance may differ materially from those anticipated and
indicated by these forward looking statements. Any number of factors could cause actual results to differ
materially from these forward -looking statements as well as future res ults. Although Holly and Wolf , as
applicable, believe that the expectations reflected in forward looking statements are reasonable, they can
give no assurances that the expectations of any forward looking statements will prove to be correct. Except
as required by law, Holly and Wolf each disclaim any intention and assume no obligation to update or
revise any forward looking statements to reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting such forward looking statements or
otherwise.