Pelican Canada Inc., doing business as Pelican AI (“Pelican” or the “Company”) and Christie Capital Corp. (“Christie”) are pleased to announce that Pelican is launching a brokered private placement of subscription receipts (each, a “Subscription Receipt”) at a price of C$0.25 per Subscription Receipt for total gross proceeds of up to C$5,000,000 (the “Offering”).
Canaccord Genuity Corp. (the “Lead Agent”) is acting as sole lead manager and sole bookrunner in connection with the Offering, together with a syndicate of agents including Research Capital Corporation (“Research Capital” and together with the Lead Agent, the “Agents”).
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The Offering
The Offering is being undertaken in anticipation of the business combination transaction that will result in a reverse takeover of Christie by Pelican (the “Transaction”), that was previously announced in a news release by Christie on December 3, 2024. The Transaction will be structured as a three-cornered amalgamation, whereby a wholly-owned subsidiary of Christie formed for such purpose will amalgamate with Pelican (the “Amalgamation”). Christie following the completion of the Transaction is referred to as the “Resulting Issuer”.
Completion of the Transaction is subject to a number of conditions, which include, among others, receipt of all necessary board, shareholder and regulatory approvals, including the conditional approval of the listing of the common shares of the Resulting Issuer on the TSX Venture Exchange (“Exchange”). In connection with the Transaction, the Resulting Issuer intends to change its name to “PelicanAI Corp.” or such other name as mutually agreed to by Christie and Pelican and acceptable to the regulators (the “Name Change”).
The Lead Agent shall have the option (the “Agents’ Option”) to increase the size of the Offering by up to an additional 20% of the Subscription Receipts sold under the Offering, exercisable in whole or in part, at any time and from time to time, prior to the closing date of the Offering (the “Offering Closing Date”), which is expected to occur on or about October 24, 2025 or on such date as mutually agreed to between the Issuer and the Lead Agent.
Upon the satisfaction of the Escrow Release Conditions (as defined below) each Subscription Receipt will be automatically exchanged, without payment of any additional consideration and without further action on the part of the holder thereof, into one common share of Pelican (each, a “Pelican Share”). On closing of the Transaction, each Pelican Share will be exchanged for one common share of the Resulting Issuer. As a result of the Transaction, the common shares of the Resulting Issuer issued to former holders of Subscription Receipts are anticipated to be free-trading.
On the Offering Closing Date, the gross proceeds from the Offering, less the cash commission payable to the Agents and the reasonable costs and expenses of the Agents payable by Pelican (collectively the “Escrowed Funds”) will be delivered to and held by an escrow agent mutually acceptable to Pelican and the Lead Agent (the “Escrow Agent”). The Escrowed Funds will be subject to customary escrow release conditions (the “Escrow Release Conditions”), including, among other things, the satisfaction or waiver of the conditions precedent to the completion of the Transaction, upon satisfaction of which, the Escrowed Funds (less any remaining expenses of the Agents) will be released to Pelican.
In the event that the Escrow Release Conditions are not satisfied prior to 11:59 p.m. (Toronto time) on the date that is 180 days after the Offering Closing Date or such later date as Pelican and the Agents may agree (the “Escrow Deadline”), the Escrow Agent will return to holders of Subscription Receipts an amount equal to the aggregate issue price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. To the extent that the Escrowed Funds are insufficient to pay such amounts to the holders of the Subscription Receipts, Pelican will be liable for and will be required to contribute such amounts as are necessary to satisfy any shortfall.
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