Smithe Resources Corp. and Meetami Innovations Inc. Announce Proposed Qualifying Transaction
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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES.
SMITHE RESOURCES CORP. AND MEETAMI INNOVATIONS INC. ANNOUNCE
PROPOSED QUALIFYING TRANSACTION
Vancouver, British Columbia / December 18, 2023 / Smithe Resources Corp. (TSXV: SMTH.P)
(“Smithe”) and MeetAmi Innovations Inc. (“MeetAmi”) are pleased to announce that they have
entered into a letter of intent dated December 15, 2023 (the “ LOI”) that outlines principal terms
and conditions of a business combination (the “ Proposed Transaction”), which would result in
MeetAmi becoming a wholly-owned subsidiary of Smithe, or otherwise combining its corporate
existence with a wholly-owned subsidiary of Smithe.
Smithe is a Capital Pool Company and intends for the Proposed Transaction to constitute its
Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the “TSXV”). The
trading in the common shares of Smithe (“Smithe Shares”) has been halted pursuant to the policies
of the TSXV. It is anticipated that trading will remain halted until the completion of the Proposed
Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the
“Resulting Issuer”) will qualify as a Tier 2 Technology Issuer pursuant to the requirements of the
TSXV. Unless otherwise indicated, any capitalized term contained in this press release that is not
defined herein has the meaning ascribed to such term in the policies of the TSXV.
About MeetAmi
Based in Vancouver, BC, Canada, MeetAmi is a fintech company that helps wealth management
firms navigate the world of digital assets on behalf of their clients. MeetAmi has created a family
of digital assets investing products and services that empower wealth management advisors to
bridge the gap between traditional finance and digital assets in North America. This award-
winning wealth management platform includes the software, learning and ecosystem to support
firms and advisors in designing their digital asset practice, meeting their fiduciary responsibilities,
and addressing their proficiency requirements. The organization empowers advisors to confidently
invest in digital assets while navigating the digital asset world.
Hashim Mitha, Chief Executive Officer of MeetAmi, commented: “ This marks a significant
milestone in the company’s growth, enabling MeetAmi to continue to expand our tools and
learning content in the Canadian market. As advisors look to invest in digital assets and meet their
clients’ evolving interests in these assets, we are well-positioned to help them.”
Proposed Transaction Summary
Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of
MeetAmi. Pursuant to the Proposed Transaction, holders of the issued and outstanding common
shares of MeetAmi (“ MeetAmi Shares ”) will exchange their MeetAmi Shares for post-
consolidated common shares of the Resulting Issuer (“ Resulting Issuer Shares”) on a one-for-
one basis (the “Exchange Ratio”). Outstanding options, warrants and other convertible securities
of MeetAmi will be exercisable to acquire Resulting Issuer Shares at the Exchange Ratio. The
final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities
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law advice for both Smithe and MeetAmi, but is currently anticipated to be completed as a three-
cornered amalgamation pursuant to the Business Corporations Act (British Columbia), with the
amalgamating entities being MeetAmi and a newly incorporated British Columbia subsidiary of
Smithe.
Smithe has advanced a $25,000 unsecured loan to MeetAmi in connection with the LOI, which
MeetAmi will use towards the Proposed Transaction. The loan is non-interest bearing and
repayable within 45 days in the event that the Proposed Transaction is terminated.
Convertible Debenture Financing
Prior to the closing of the Proposed Transaction, MeetAmi intends to complete a non-brokered
private placement offering of unsecured convertible debentures (each, a “ Debenture”) to raise
aggregate gross proceeds of up to $1,000,000 (the “ Convertible Debenture Financing ”). The
Debentures will bear simple interest of 8% per annum and will mature on January 31, 2025,
subject to earlier conversion.
Immediately prior to the completion of the Proposed Transaction, the outstanding principal
amount and accrued interest on each Debenture will be automatically converted into securities of
MeetAmi having substantially the same terms as those securities underlying the Subscription
Receipts offered in the Concurrent Financing (as such terms are defined below), at a conversion
price equal to 80% of the purchase price per Subscription Receipt offered in the Concurrent
Financing.
MeetAmi intends to use the net proceeds of the Convertible Debenture Financing for content
development, technology development, marketing, sales and for general working capital
purposes. Finders fees may be payable in connection with the Convertible Debenture Financing
on terms to be determined.
Concurrent Financing
It is anticipated that, in connection with the Proposed Transaction, MeetAmi will complete a
private placement (the “Concurrent Financing”) of subscription receipts (each, a “Subscription
Receipt”) for aggregate gross proceeds of up to $4,000,000, with the final offering price, terms
and amount to determined by the parties in the context of the market. Each Subscription Receipt
will entitle the holder to automatically receive, upon satisfaction of certain escrow release
conditions, securities of MeetAmi, which will immediately be exchanged for securities of the
Resulting Issuer upon completion of the Proposed Transaction. Further details regarding the
Concurrent Financing will be announced in a further press release.
Consolidation and Name Change
Immediately prior to the closing of the Proposed Transaction, it is anticipated that Smithe will
undertake a consolidation (the “ Consolidation”) of the Smithe Shares at a ratio of 0.68181818
post-consolidation Smithe Shares for every one pre-consolidation Smithe Share, and Smithe will
change its name to “MeetAmi Holdings Corp.” or such other name as is determined by MeetAmi
(the “Name Change”).
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Conditions to Closing
Closing of the Proposed Transaction will be subject to a number of conditions precedent,
including, without limitation:
(a) execution of a definitive agreement;
(b) receipt of all required regulatory, corporate and third-party approvals, including TSXV
approval, and compliance with all applicable regulatory requirements and conditions
necessary to complete the Proposed Transaction;
(c) approval of the shareholders of MeetAmi to the Proposed Transaction;
(d) completion of satisfactory results from due diligence investigations for each of the parties;
(e) cancellation of certain outstanding stock options of MeetAmi;
(f) completion of the Convertible Debenture Financing and Concurrent Financing;
(g) completion of the Consolidation and Name Change; and
(h) other mutual conditions precedent customary for a transaction such as the Proposed
Transaction.
The Proposed Transaction, and the Consolidation and Name Change are subject to the approval of
the TSXV.
The Proposed Transaction is not a Non-Arm’s Length Qualifying Transaction, is not subject to
TSXV Policy 5.9, and it is not expected that the Proposed Transaction will be subject to approval
by Smithe’s shareholders. There are no Non-Arm’s Length Parties of Smithe that are Insiders of
MeetAmi.
Other than in connection with the Convertible Debenture Financing and the Concurrent Financing,
no finders fees are payable with respect to the Proposed Transaction.
Additional Information Concerning MeetAmi
MeetAmi has developed two products that are currently available in the United States and Canada.
The first product, AmiPro, is a wealth management platform for digital assets that enables advisors
to invest and hold cryptocurrency with qualified custodians on behalf of their clients. Significant
development and intellectual property reside within this proprietary platform, connecting to
blockchain and token assets, facilitating trades and extracting that data back to traditional wealth
management reporting systems.
MeetAmi launched the AmiLearn product in the spring of 2023 to address the knowledge needs
of advisors relating to this asset class. AmiLearn offers advisors a subscription to learn about
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digital assets and stay up to date. MeetAmi has a distribution agreement with Morningstar Inc. to
provide access to learning to their Advisor Workstation client base in the US and Canada.
MeetAmi was incorporated pursuant to the Business Corporations Act (British Columbia) on
December 5, 2019.
MeetAmi’s share capital consists of an unlimited number of MeetAmi Shares without par value
and an unlimited number of preferred shares without par value. Immediately prior to the
completion of the Proposed Transaction, it is anticipated that MeetAmi will have approximately
36,453,500 MeetAmi Shares, 5,668,500 common share purchase warrants, 2,325,000 stock
options, in addition to the securities to be issued to investors and eligible finders or brokers in
connection with the Convertible Debenture Financing and the Concurrent Financing.
Principals and Insiders of the Resulting Issuer
The board of directors of the Resulting Issuer shall be restructured to consist of four members,
consisting of Hashim Mitha (Chief Executive Officer of MeetAmi), Sarah Morton (Chief Strategy
Officer of MeetAmi) and two additional directors mutually agreed by Smithe and MeetAmi. The
officers of the Resulting Issuer shall consist of the following: Hashim Mitha as Chief Executive
Officer, Sarah Morton as Chief Strategy Officer, Vaclav Vincalek as Chief Technology Officer,
Stewart Marshall as Chief Financial Officer and additional officers determined by MeetAmi.
Further information regarding the proposed Principals and Insiders of the Resulting Issuer will be
announced in a further press release.
Sponsorship for the Proposed Transaction
Sponsorship for the Qualifying Transaction of a Capital Pool Company is required by the TSXV,
unless exempt in accordance with TSXV policies. Smithe intends to apply for a waiver from the
requirement to obtain a Sponsor for the Proposed Transaction, however, there can be no assurance
that a waiver will be obtained. If a waiver from the sponsorship requirement is not obtained, a
Sponsor will be identified at a later date. An agreement to act as Sponsor in respect of the Proposed
Transaction should not be construed as any assurance with respect to the merits of the Proposed
Transaction or the likelihood of its completion.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV,
Smithe intends to file on SEDAR+ (www.sedarplus.ca) a filing statement (or an information
circular in the event that the Proposed Transaction requires approval by the shareholders of
Smithe), which will contain details regarding the Proposed Transaction, Smithe, MeetAmi and the
Resulting Issuer.
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Further Information
Smithe and MeetAmi intend to issue a subsequent press release in accordance with the policies of
the TSXV providing further details in respect of the Proposed Transaction, including information
relating to the transaction structure, the definitive agreement, descriptions of the proposed
Principals and Insiders of the Resulting Issuer, as well as the Concurrent Financing. In addition, a
summary of MeetAmi’s financial information will be included in a subsequent press release.
On behalf of the board of directors of Smithe, and for further information please contact:
Andrew Lau
CEO, CFO & Corporate Secretary
Phone: +1 604-722-9633
Email: [email protected]
On behalf of the board of directors of MeetAmi:
Hashim Mitha
CEO
Email: [email protected]
This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction. The securities of Smithe and MeetAmi 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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws unless pursuant to an exemption from such registration.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of
the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note
Completion of the transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority
shareholder approval. Where applicable, the 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 transaction, any information released or received
with respect to the 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.
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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.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to
the Proposed Transaction and certain terms and conditions thereof, the ability of the parties to
enter into a definitive agreement and complete the Proposed Transaction, the Consolidation , the
Name Change, the Resulting Issuer’s ability to qualify as a Tier 2 Technology issuer, the TSXV
sponsorship requirements, shareholder, director and regulatory approvals and other conditions
for the Proposed Transaction, obtaining TSXV approval, completion of the Concurrent Financing
and the Convertible Debenture Financing, use of proceeds, corporate structure of the Resulting
Issuer, the duration of the halt in respect of the Smithe Shares, planned future press releases and
disclosure, and other statements that are not historical facts. Wherever possible, words such as
“may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”,
“estimate”, “predict” or “potential” or the negative or other variations of these words, or similar
words or phrases, have been used to identify these forward-looking statements. These statements
reflect management’s current beliefs and are based on information currently available to
management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors
could cause actual results, performance or achievements to differ materially from the results
discussed or implied in the forward-looking statements. These risks and uncertainties include, but
are not limited to the financial markets generally, results of the due diligence investigations to be
conducted in connection with the Proposed Transaction, the ability of Smithe and MeetAmi to
complete the Proposed Transaction, and all other transactions in connection thereto, or obtain
requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, Smithe and
MeetAmi cannot guarantee that the Proposed Transaction and the related transactions will be
completed on the terms described herein or at all. These factors should be considered carefully
and readers should not place undue reliance on the forward-looking statements. Although the
forward-looking statements contained in this press release are based upon what management
believes to be reasonable assumptions, Smithe and MeetAmi cannot assure readers that actual
results will be consistent with these forward-looking statements. These forward-looking statements
are made as of the date of this press release, and Smithe and MeetAmi assume no obligation to
update or revise them to reflect new events or circumstances, except as required by law.