Parties plan to list on the Canadian Securities Exchange
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
VANCOUVER, BRITISH COLUMBIA – August 6, 2021. Brandenburg Energy Corp. (the “Company“) is pleased to announce that it has entered into a business combination agreement (the “Business Combination Agreement“) with Coin Analyst UG, a company existing under the laws of Germany (“CoinAnalyst“). The Business Combination Agreement replaces the letter of intent between the Company and CoinAnalyst with respect to the Business Combination (as defined below), which was announced in the Company’s news release dated March 17, 2021.
Upon completion of the Business Combination, the Company is expected to be renamed CoinAnalyst Corp. (the “Resulting Issuer“).
CoinAnalyst is a private company based in Germany that has created a software system that enables any trader in the crypto asset sector to access a dashboard which monitors and analyses real-time data from the crypto and ICO market. CoinAnalyst uses semantic indexing and structuring of online data, leveraging pattern recognition and artificial intelligence. Additionally, the system provides news, price quotes and messaging, as well as social platform integration. CoinAnalyst anticipates that the completion of the Business Combination will allow it to continue to develop its software and expand its user base.
Concurrently with the Business Combination, the Company has applied for listing on the Canadian Securities Exchange (the “Exchange“).
“CoinAnalyst is not directly affected by the volatility in the crypto sector, which makes for a unique positioning in the Canadian capital markets with our CSE listing quickly approaching. For those who are exposed to the current volatility in the crypto sector, there has never been a better time to access efficient data for ICOs and some larger coins. I see CoinAnalyst as the next Bloomberg for the crypto sector but with a crucial AI component not yet seen in North America. This is what got me excited to close this transaction,” said Aaron Meckler, CEO of Brandenburg Energy Corp.
Overview of the Business Combination
Pursuant to the Business Combination Agreement, the parties will complete a series of transactions (collectively, the “Business Combination“) whereby, among other things, the Company shall incorporate four wholly-owned subsidiaries, complete two three-cornered amalgamations, and existing shareholders of CoinAnalyst will exchange their shareholdings for common shares of the Resulting Issuer.
The non-diluted, pro forma ownership of the Resulting Issuer is expected to be approximately 73.8% former CoinAnalyst shareholders and 26.2% former Company shareholders, inclusive of the subscribers to the non- brokered private placement offering of subscription receipts and the non-brokered private placement of units through the Company’s subsidiary, as announced in the Company’s news release dated June 14, 2021 and April 15, 2021, respectively.
The Company is a “reporting issuer” in the Provinces of British Columbia, Alberta, and Saskatchewan but is not currently listed for trading on any stock exchange. In connection with the Business Combination, the Resulting Issuer has applied to list its common shares on the Exchange. Completion of the Business Combination is subject to, among other things, the Company receiving conditional listing approval from the Exchange, satisfaction of the closing conditions of the Exchange, and shareholder approval.
Proposed Board and Management of the Resulting Issuer
Subject to Exchange approval, on completion of the Business Combination, it is currently anticipated that the board of directors of the Resulting Issuer will consist of Pascal Lauria, James Greig, Broderick Gunning, Dule Vicovac, and Andrew Sazama. Biographies of the proposed directors of the Resulting Issuer are set out below.
Pascal Lauria, Chief Executive Officer, Corporate Secretary, and Director
Pascal Lauria is the founder and managing director of CoinAnalyst. He has over 20 years of experience in business development, marketing and sales of IT products and services. Under his leadership, his start-up company Cogia GmbH has developed into one of the leading providers of media monitoring technology and services, offering Big Data solutions and AI-based products for intelligent information search, organization and analysis for web and social media.
Previously as Vice President Sales and Marketing of Xandros, Mr. Lauria was instrumental in the marketing success of the Asus Eee PC with sales of one billion dollars and increased the number of employees from 40 to 200. Before that, he gained experience in building businesses with Scalix, Samsung SDS and Ulead Systems. Pascal Lauria holds an MBA degree from the University of Winnipeg, Manitoba, and is fluent in German, English, Italian, as well as advanced in Mandarin.
James Greig, Director
James Greig received a BCom with honours from the University of Manitoba in 2002 and has spent the last two decades in business management as manager and entrepreneur. He has been involved in the building and strengthening of numerous companies and brings with him a track record of success. Creating efficient functionality and tracking results is his passion in the workplace.
Outside of his career Mr. Greig is a devoted family man and loves spending time with his wife of 17 years and five daughters. He is heavily involved in the community as a spiritual leader and is currently serving as a bishop in the Edmonton area.
Broderick Gunning, Director
Broderick Gunning is an investor and entrepreneur based in Vancouver, BC. He currently serves as President of Electrum Charging Solutions, Canada’s leader in EV charging technology. Mr. Gunning also serves as director, board member and advisor for several private and public companies, including being a founding partner of Vancouver Ventures, which helps to found, fund and grow start-up companies.
Mr. Gunning also has considerable expertise in the cryptocurrency sector, including serving as CEO of Coinstrike, Inc. and advisor for Blocpal. His experience includes working with Samsung and TAAL (formerly Squire Mining) for the manufacturing and development of ASIC chip sets and the mass production of BTC and BSV mining systems.
A graduate of Capilano University, Sauder School of Business, and the British Columbia Institute of Technology, Mr. Gunning began his career by co-founding The Media Merchants (TMM) which he grew to a multi-million dollar corporation servicing fortune 500 brands and agencies across North America.
Dule Vicovac, Director
Dule Vicovac has a professional career spanning over 20 years both in North America and Europe in law and management. Since 2014 he has been employed with the United Nations as a legal officer, returning from a previous stint with the organization from 2000-2008 in a variety of legal and program management positions.
Mr. Vicovac is an attorney, licensed in the United States by the Bar Association of Minnesota (2000), as well as the Law Society of Manitoba (2014), in Canada. He holds a Bachelor of Arts Degree from the University of Winnipeg (October 1994) and a Juris Doctor degree from Hamline School of Law (May 1999) with additional legal studies at the University of Manitoba, faculty of Law (1998) and Oxford University, New College (1997).
Andrew Sazama, Director
Andrew Sazama has a diverse background with over 20 years of experience in technology, both in hardware and software. Previous roles include project management, product management, marketing, sales, business development and strategy. He has held positions in companies of various size, from startup to Inc. 500. Mr. Sazama holds a BS degree in Business Administration / International Business from Augsburg College, received in 1997.
Conditions to the Business Combination
In addition to the completion of matters discussed herein, completion of the Business Combination is subject to a number of customary conditions, including: (i) receipt of all required consents or approvals, including Exchange listing approval; (ii) completion of the Business Combination on or before September 15, 2021, or such other date as may be agreed upon by the parties; (iii) no prohibition at law existing for completion of the Business Combination; (iv) escrow agreements being entered into pursuant to the policies of the Exchange; (v) approval of the Business Combination and all matters related thereto required to be approved by the shareholders of CoinAnalyst and the Company; (vi) the representations and warranties of each of CoinAnalyst and the Company being true and correct as of closing; and (vii) no material adverse change for each of CoinAnalyst and the Company.
For further information contact:
Coin Analyst UG
Pascal Lauria, CEO [email protected]
Brandenburg Energy Corp.
Aaron Meckler [email protected]
The Exchange has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
All information contained in this news release with respect to the Company and CoinAnalyst was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on CoinAnalyst for any information concerning such parties.
Completion of the Business Combination is subject to a number of conditions. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.
Notice on forward-looking statements:
Certain information in this news release constitutes “forward-looking information” under applicable securities laws. “Forward-looking information” is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection. Forward-looking statements are often but not always, identified by the use of such terms as “may”, “might”, “will”, “will likely result”, “would”, “should”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “continue”, “target” or the negative and/or inverse of such terms or other similar expressions.
Forward-looking information in this news release includes, but is not limited to, statements relating to: the intentions of the Company and CoinAnalyst to complete the Business Combination; the listing of the Resulting Issuer’s shares on the Exchange; and the potential effects of the Business Combination, including the expectation that the completion of the Business Combination will allow for CoinAnalyst to expand its user base and continue to develop its software.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the ability of the Company and CoinAnalyst to complete the Business Combination; the ability of the Resulting Issuer to attain conditional listing approval from the Exchange; the ability of the Company and CoinAnalyst to attain the respective shareholder and/or director approval of the Business Combination; and the ability of the Company and CoinAnalyst to comply with the conditions of the Business Combination as outlined herein.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the timing of the closing of the Business Combination, including the risks that the conditions to the Business Combination, as outlined herein, would not be satisfied within the expected timeframe or at all, or that the closing of any proposed acquisition or transaction will not occur or whether any such event will enhance shareholder value; the non-approval of the board of directors and/or shareholders of the Company and CoinAnalyst of the Business Combination; the ability of the Company and CoinAnalyst to continue as a going concerns; the ability of the Company and CoinAnalyst to maintain compliance with certain financial and other covenants; the inability of the Resulting Issuer to attain conditional listing approval from the Exchange; the effects of the global COVID-19 pandemic; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries, as applicable; and other risks, uncertainties and factors. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements, except as may be required by law.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. The Company and CoinAnalyst disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the board of directors of the Company and CoinAnalyst.