Faster Provides Update on Proposed Business Combination Transaction with Evolution Global and Announces Concurrent Financing

TORONTO, June 28, 2024 - 2757953 Ontario Inc. (dba Faster) ("Faster" or the "Company") provides the following update to the Company's previously announced business combination transaction (the "Transaction") with Evolution Global Frontier Ventures Corp. ("Evolution Global") by news release dated September 21, 2023. The Company and Evolution Global continue to work towards the closing of the Transaction (the "Closing").

Initial submissions, including the submission of a draft listing statement, have been made to the Canadian Securities Exchange (the "CSE") and are currently under review. Following the Closing, the combined company resulting from the Transaction (hereafter referred to as the "Resulting Issuer" will be renamed Faster Corp. and the business of the Resulting Issuer will be the business of Faster. Subject to required approvals, including shareholder approval, the acceptance of the listing by the CSE and other regulatory approvals, is intended that the common shares of the Resulting Share be listed for trading on the CSE either concurrent to, or soon after Closing under the ticker symbol "FSTR" (the "Listing").

"We look forward to advancing the listing process with the CSE and achieving an important milestone for Faster by listing on a recognized exchange," says Andra Enescu, CEO of Faster. "A listing for Faster means unlocking shareholder value with liquidity and accessing capital to achieve our strategic objectives, which benefits all of our stakeholders."

At this time, the CSE has not conditionally approved the Listing, and it is possible that Faster may not list on the CSE or any other exchange on the expected timelines or at all.


The Concurrent Financing

Concurrent with the Closing, the Company intends to complete a non-brokered private placement of subscription receipts ("Subscription Receipts") at a price of $0.15 per Subscription Receipt (the "Concurrent Financing"). Each Subscription Receipt will entitle the holder thereof to automatically receive, without payment of any additional consideration or further action on the part of the holder, upon Closing, one unit (each, a "Unit"), with each Unit comprising of one common share of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one additional Share at a price of $0.22 for a period of 24 months from closing of the issue and sale of Subscription Receipts,. Expiry of the Warrants will be subject to acceleration, if the 30-day volume-weighted average trading price of the Shares on the CSE is greater or equal to $0.28. In that case, the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of issue of such press release.

The gross proceeds of the Concurrent Financing will be held in escrow until the closing of the Transaction and the satisfaction of certain escrow release conditions (collectively, the "Release Conditions"). Upon satisfaction of the Release Conditions, the net proceeds from the Concurrent Financing will be used by the Company for general corporate purposes. If the closing of the Concurrent Financing does not occur, then all funds will be released from escrow and returned to subscribers.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The Concurrent Financing remains subject to the receipt of all required regulatory approvals, including, without limitation, the approval of the CSE.

Completion of the Transaction and the Concurrent Financing are subject to a number of conditions, including but not limited to, CSE acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction and the Concurrent Financing cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction and the Concurrent Financing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Transaction and the Concurrent Financing, any information released or received with respect to the Transaction and the Concurrent Financing may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.


About the Company

Faster specializes in payment technology allowing businesses to accept electronic forms of payment namely Interac, MasterCard, Visa and American Express with faster settlement times including weekends and holidays. The solutions offered by Faster includes a feature rich payment terminal, a free cloud based mobile business account and a free commercial debit MasterCard linked to a user's cloud account for business purchases and expenses. The sign up and onboarding process takes less than 2 minutes.


About Evolution Global Frontier Ventures Corp.

Evolution Global is a mineral exploration company focused on the acquisition, exploration, and development of gold properties. Based in Vancouver, British Columbia, Evolution Global holds an option on a Quesnel Terrane property in north central British Columbia.


FORWARD-LOOKING INFORMATION

This news release contains forward-looking information and statements ("forward-looking statements") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including, without limitation, statements using the words "believes", "anticipates", "intends", "will", "should", "expects", "continue", and other similar expressions. Forward-looking statements include, among other matters, the terms and timing of the Transaction, the entering into a definitive agreement, and on terms mutually acceptable to the parties, the Concurrent Financing, and the completion of the conditions, in particular obtaining CSE and shareholder approval. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties may not proceed with the Transaction; regulatory and CSE approval, shareholder approval; and that the Transaction and the Concurrent Financing will not be successfully completed for any other reason, including but not limited to geopolitical risk, regulatory, and exchange risk. The terms and conditions of the Transaction and the Concurrent Financing may change based on the Company's due diligence. The Company undertakes no obligation to comment on analysis, expectations or statements made by third-parties in respect of the Company, its securities, or financial, or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking statements in this news release are reasonable, such forward-looking statements has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. We are under no obligation to update or alter any forward-looking statements except as required under applicable securities laws. For the reasons set forth above, undue reliance should not be placed on forward-looking statement.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Not for distribution to United States Newswire Services or for dissemination in the United States



Contact Information

For further information please visit Faster.ca or contact our team at info@faster.ca.


SOURCE: Faster