Nubeva Technologies Ltd. Listing Of Common Shares On The TSX Venture Exchange

VANCOUVER, Canada, March 7, 2018 /PRNewswire/ -- Nubeva Technologies Ltd. (the "Corporation"), formerly Sherpa Holdings Corp., is pleased to announce that it has completed its qualifying transaction (the "Qualifying Transaction") on February 28, 2018 pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange ("TSXV") and that the Corporation's common shares (the "Common Shares") will be listed at the opening of trading on March 2 under the ticker symbol "NBVA". The Common Shares will remain halted effective at the opening on March 2, 2018 and will commence trading at the opening on March 7, 2018, in accordance with the TSV's approval of the Qualifying Transaction.

In accordance with the previously announced merger agreement dated February 26, 2018 (the "Merger Agreement"), Sherpa USA Ltd., a wholly-owned subsidiary of the Corporation, merged with Nubeva, Inc. ("Nubeva"). The Qualifying Transaction was structured as a reverse triangular merger under the Delaware General Corporation Law as a result of which Nubeva became a wholly-owned subsidiary of the Corporation.

Prior to the completion of the Qualifying Transaction, the Corporation filed articles of amendment to, among other things: (a) effect a share consolidation (the "Consolidation") at a ratio of one (1) post-consolidation Common Share in the capital of the Corporation for each five (5) pre-consolidation Common Shares in the capital of the Corporation, (b) change its name (the "Name Change") to "Nubeva Technologies Ltd.", from "Sherpa Holdings Corp." and (c) create restricted voting common shares in the capital of the Corporation (the "Restricted Common Shares"). The Restricted Common Shares will not be listed on the TSXV, and will be convertible into Common Shares on a one-for-one basis in certain events.

Pursuant to the Merger Agreement, the Corporation issued 37,164,085 Common Shares and 13,000,000 Restricted Common Shares.

Private Placement

In conjunction with the Qualifying Transaction, Nubeva raised gross proceeds of C$10,100,020 in a private placement financing (the "Private Placement") of subscription receipts (the "Subscription Receipts") with Echelon Wealth Partners Inc. (the "Lead Agent") along with PI Financial Corp. (together with the Lead Agent, the "Agents") Pursuant to the Private Placement, Merger Agreement, the Subscription Receipts were converted into 13,032,284 Common Shares upon closing of the Qualifying Transaction. In connection with the Private Placement, the Agents received: (i) an advisory fee of C$60,000 and (ii) a case commission equal to 6.0% of the gross proceeds of the Private Placement. Nubeva further issued the Agents 1,010,002 warrants to purchase common shares in the capital of Nubeva (the "Agent's Compensation Warrants") equal to 6% of the securities sold pursuant to the Private Placement. Pursuant to the Merger Agreement, the Agent's Compensation Warrants were exchanged for 781,933 warrants to purchase Common Shares.

Officers and Board of Directors

The board of directors of the Corporation now consist of four directors, of which two are independent, all of whom have been appointed by Nubeva. In addition, the management of the Corporation has been replaced with Nubeva's management as set out below. Mr. Randy Chou, the CEO and President of the Corporation holds more than 10 percent of the issued and outstanding Common Shares.

TSXV Acceptance

The Corporation has received acceptance from TSXV in respect of its Qualifying Transaction and related transactions including: (i) change in trading symbol to "NBVA", (ii) the Private Placement, (iii) the Consolidation, (iv) the Name Change and (v) the reclassification of Common Shares as a Tier 1. The Corporation is classified as a Tier 1 "Technology" company.

For more information on the Private Placement and the Qualifying Transaction, please refer to the filing statement dated February 26, 2018 filed under the Corporation's profile on SEDAR at www.sedar.com.

About the Corporation

The Corporation was incorporated under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. The Corporation is a "reporting issuer" within the meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act (Alberta).

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

FORWARD LOOKING STATEMENTS

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Qualifying Transaction; use of funds; and the business and operations of the Corporation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such 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 the forward-looking statements and information contained in this news release. Except as required by law, the Corporation assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Nubeva, Inc.

Related Links

http://www.nubeva.com