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Vogogo raises $8.5 million to bring regulatory compliance to bitcoin businesses

07 August 2014  |  1695 views  |  0 Source: Vogogo

Redfall Technologies Inc. ("Redfall") d/b/a "Vogogo", a payment processing specialist, and Southtech Capital Corporation ("Southtech") (a TSX Venture Exchange listed Capital Pool Company) are pleased to announce that further to the press release of Southtech on May 7, 2014, they have completed a brokered and non-brokered private placement of 11,333,333 subscription receipts ("Subscription Receipts") of Redfall at a price of $0.75 per Subscription Receipt for gross proceeds of $8,500,000 (collectively, the "Financing").

The syndicate of agents in respect of the brokered portion of the Financing was led by Cormark Securities Inc. ("Cormark"), and included Salman Partners Inc., Clarus Securities Inc., Beacon Securities Limited and Canaccord Genuity Corp. (collectively, the "Agents").


Vogogo provides comprehensive risk management, security, compliance and payment services, enabling cryptocurrency businesses to transact seamlessly with traditional banks and Fiat currencies. Transacting with traditional banks has been a major hurdle for crypto businesses to date and is seen as critical to the wide spread adoption and proliferation of these innovation technologies.

Due to their key positioning, Vogogo captured and effectively services the Canadian crypto industry. Vogogo's technology and services enable crypto currency businesses to meet strict compliance and risk mitigation requirements of conventional banks and regulators. With effective risk management, compliance, and security in place, Vogogo has assisted in making Canada a reputable region for crypto businesses. An expansion into the U.S. market is now underway and expected to go live in the coming months.

Vogogo CEO Geoff Gordon said of the announcement, "This is a another milestone for Vogogo and an endorsement of our potential. The ability for the global crypto industry to meet the stringent requirements of regulators and traditional banks is one of the most significant challenges for the crypto space. Vogogo unlocks potential for growth, collaboration and innovation in the crypto space."

Qualifying Transaction

Upon the satisfaction of all conditions to the completion of the amalgamation (the "Amalgamation") between Redfall and Southtech to form "Vogogo Inc." in accordance with the amalgamation agreement dated May 7, 2014, as amended on July 31, 2014, between Redfall and Southtech, including, without limitation, the receipt of all required shareholder and regulatory approvals (the "Escrow Release Conditions"), each Subscription Receipt shall automatically convert and be exchanged, for no additional consideration or action on the part of the holder thereof, into one (1) common share ("Vogogo Shares") of Vogogo. The common shares of Redfall into which the Subscription Receipts will convert will be exchanged for 11,333,333 Vogogo Shares as part of the Amalgamation.

The gross proceeds from the sale of the Subscription Receipts has been delivered to CST Trust Company and will be held in escrow pending the completion the Amalgamation. If the Amalgamation is completed on or before 5:00 p.m. (Calgary time) on September 16, 2014, the net escrowed proceeds will be released to Vogogo.

If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Calgary time) on September 16, 2014, or the Amalgamation Agreement is terminated at an earlier time or if Redfall or Southtech has advised Cormark or announced to the public that it does not intend to proceed with the Amalgamation (each a "Termination Event"), holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

In connection with the Financing, Redfall agreed to pay the Agents and certain arm's length finders a commission equal to 7% of the gross proceeds raised by the Financing (the "Commission"). The Commission is being held in escrow and will be released to the Agents and certain finders upon satisfaction of the Escrow Release Conditions being satisfied. In the event a Termination Event occurs, the Commission held in escrow will be used to refund the offering price of the Subscription Receipts to the holders of the Subscription Receipts, and the Agents and finders will not be entitled to any Commission. In addition, Vogogo will issue to the Agents and certain finders, compensation options which entitle the Agents and such finders to receive, in connection with the Amalgamation, options to purchase 793,333 Vogogo Shares, which options will be exercisable up to two years from the date of issuance at an exercise price of $0.75 per Vogogo Share.

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