PEMBROOKE ENTERS INTO LETTER OF INTENT WITH POSTSOCRATIC VENTURES & RAYL VENTURES
Vancouver, B.C., March 27, 2020 – Pembrooke Acquisition Group Inc. ("Pembrooke" or the "Company"), following completion of its successful equity crowdfunding on Vested.ca, is pleased to announce that it has entered into a Letter of Intent (“LOI”) to acquire 100% of the issued and outstanding shares of PostSocratic Ventures Inc. (“PSV”) and RAYL Ventures Inc. (“RAYL”) (the “Transaction”).
PSV is a financial technology services company, headquartered in the British Virgin Islands with its technical team domiciled in the Dominican Republic. The company has developed industry leading technology platforms enabling the processing of payments and transaction settlements, while delivering a suite of value-added merchant services such as a payment gateway, merchant application processing, consumer & business validation services and management of data security, customer and financial record management.
Rayl, headquartered in Vancouver British Columbia, is a payment services company providing payment technology and processing for various B2B customers.
Nicholas Jeffrey, as CEO of the resulting issuer, comments “I am delighted to come out of the gate with such a strong value proposition and team. By acquiring a fully developed technology stack rather than building our own platform it offers us tremendous speed to market and underlines our agility to respond to market and competitive dynamics. Also, the leadership team we’ve assembled are all seasoned FinTech, Payments and Capital Markets professionals, and we believe that having the technology one step ahead of our aspirations and vision for the company will place RAYL in a commanding position the moment we go-to-market.”
Transaction Summary
Pembrooke intends to issue 6,300,000 common shares to acquire 100% of the issued and outstanding shares of PSV at a deemed value of $1,575,000 CAD. The acquisition includes all assets, intellectual property, commercial agreements and employee and consultant contracts. Additionally, as a condition of the pending share purchase agreement, the senior technical leader for PSV will be appointed as the Chief Information Officer of the resulting issuer.
Pembrooke also intends to issue 4,000 common shares to acquire 100% of the issued and outstanding shares of RAYL at a deemed value of $2,000 CAD. The acquisition includes all commercial agreements and consultant contracts. The purpose of this acquisition is to ensure the resulting issuer has an effective sales organization to drive profitable licensing and merchant services sales.
Upon completion of the Transaction, Pembrooke intends to undertake a name change to RAYL Holdings Inc.
Pembrooke Acquisition Group Inc.
#704 - 595 Howe Street Vancouver, BC V6C 2T5 Canada
Financings
It is anticipated that in connection with the Transaction, the Company will complete two financings. Firstly, to fund Transaction expenses, the Company intends to immediately complete a financing of up to $250,000 at $0.10 per share (the “Interim Financing”). Secondly, pursuant to the signing of definitive agreements, the Company intends to complete a concurrent financing of a minimum $3,000,000 CAD with the structure and pricing to be in the context of market conditions prevailing at the time of closing (the “Concurrent Financing”).
The above plans and the Transaction are all subject to a number of conditions precedent being satisfied, including due diligence, financing, any required regulatory approvals, and the finalization of definitive agreements. There is no guarantee the Transaction or the financings will be completed as contemplated, or at all.
Management and Board of Directors of Resulting Issuer
Upon completion of the Transaction, the initial board of directors and officers of the Company will include Nicholas Jeffrey as Director, President and CEO; Jeremy Wright as Director and CFO; and Jamie Zimmerman as CIO. As the Company achieves further development milestones the board and management will be expanded as required. Biographies of Jeffrey, Wright, and Zimmerman are provided below:
Nicholas Jeffery: Director, President & Chief Executive Officer
Mr. Jeffery has been given the name "where sense meets sizzle" having created and sold Global branding agencies during the '80s, looking after megabrands at their peak like Eastman Kodak and Johnson & Johnson he has helped build brands like Reebok. Spending 6.5 years at the European Bank Nicholas was the head of the strategy and investment planning for the telecom’s media and technology group with a fund of Euro 1.2billion. Moving into the "brick and mortar" side of the internet Nicholas was in the C-Suite of several data hosting companies. The most significant was the rescue and turn-around of PSINet Europe from Chapter 11. An acquisition of Euro9m and sale in two years for Euro95m. As a smart building / city strategist Nicholas clearly understands the need for a rapid and secure payment platform based on an open API environment that allows for marketing and other fintech services to be integrated.
Jeremy Wright, CPA, CMA: Director, Chief Financial Officer
Mr. Wright has broad experience working with senior management developing strategies and solutions to business issues mainly related to corporate finance, cost and risk management, and governance which will serve invaluable in his role as the Corporation’s Director and CFO. Previously, Mr. Wright acted as an Executive Advisor with Deloitte LLP. Mr. Wright is a Chartered Professional Accountant (Certified Management Accountant). He currently serves as a Director of AmWolf Capital Corp., Freeform Capital Corp., Centurion Minerals Ltd., Demetra Minerals Ltd, and Good Ventures Community Contribution Corp., and previously served as a Director with Pacific Community Resources Society, PreveCeutical Medical Inc., and the Canadian Freestyle Ski Association. Additionally, Mr. Wright currently serves as the CFO for several public and private companies including: AmWolf Capital Corp., Freeform Capital Corp., Portofino Resources Inc., and Centurion Minerals Ltd., and previously served as the CFO for GTEC Holdings Inc.
Jamie Zimmerman: Chief Information Officer
Mr. Zimmerman has more than 20 years’ experience in technology design and implementation, delivering solutions to national and multinational businesses. He has global experience with Payment and Healthcare data security in United States, China and Latin America; Business Process Outsourcing including management of data centers and contact centers in United States and Latin America; and Terminal and POS hardware development starting with the first commercial PDA application for credit card processing in 1997.
Pembrooke Acquisition Group Inc.
#704 - 595 Howe Street Vancouver, BC V6C 2T5 Canada
For more information contact:
Pembrooke Acquisition Group Inc.
Jeremy Wright, Director
+1 (604) 837-7990 jwright@seatrendstrategy.com
Statements regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) ability to complete the Transaction and the financings; (ii) a change in market conditions; and (iii) the fact that the Company has limited or no operating experience, and future operational results may not be accurately predicted based on this limited information to date. Except as required by law, the Company does not intend to update any changes to such statements.