Acadia Ventures Files Early Warning Report With Respect to Subordinate Voting Shares of VerticalScope Holdings Inc.

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GEORGE TOWN, Cayman Islands, Dec. 11, 2024 (GLOBE NEWSWIRE) — Acadia Ventures Ltd.Acadia“”) filed on SEDAR+ (www.sedarplus.com) an early warning report with respect to the subordinate voting shares (“Secondary voting shares“) from VeritcalScope Holdings Inc. (“Source“or”VerticalScope“) held by Acadia. This press release has been prepared by Acadia to report historical acquisitions and dispositions of subordinate voting shares that were not previously reported under the requirements of the early warning system.

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Between May 10, 2023 and November 15, 2024, Acadia bought and sold subordinate voting shares in the ordinary course of its business and, as such, the number of subordinate voting shares it controls or directs and the percentage of total issued and outstanding subordinate voting shares it controls or directs fluctuated. You control it. The following transactions are reportable events under the early warning system:

• On May 10, 2023, Acadia acquired 2,800,000 subordinate voting shares with an aggregate value of $8,568,000.00 and representing approximately 15.23% of the then issued and outstanding subordinate voting shares of VerticalScope in a private transaction (“The first reportable eventImmediately prior to the first reported event, Acadia owned no subordinate voting shares. Immediately following the first reported event, Acadia owned 2,800,000 subordinate voting shares representing 15.23% of the subordinate voting shares then issued and outstanding.
• On May 29, 2023, Acadia acquired 500,000 subordinate voting shares with an aggregate value of $1,555,000.00 and representing approximately 2.72% of the then issued and outstanding subordinate voting shares of VerticalScope in a private transaction (“The second reportable eventImmediately prior to the second reported event, Acadia owned 2,800,000 subordinate voting shares representing approximately 15.23% of the subordinate voting shares then issued and outstanding. Immediately following the second reported event, Acadia owned 3,300,000 subordinate voting shares representing approximately 17.95% of the subordinate voting shares. issued at that time and pending.
• On December 4, 2023, Acadia acquired 225,000 subordinate voting shares, representing approximately 1.22% of the then issued and outstanding subordinate voting shares of VerticalScope (“The third reportable eventThe Subordinated Voting Shares were purchased through TSX Facilities at a purchase price of $4.5535 per Subordinated Voting Share (or an aggregate of $1,024,537.50). Together with the Subordinated Voting Shares purchased by Acadia between 29 May 2023 and December 4, 2023 The third reported event increased Acadia stock ownership by 2.85% to a total 3,825,000 Subordinated Voting Shares Representing Approximately 20.80% of Subordinated Voting Shares Then Issued and Outstanding Immediately Prior to the Third Reported Event Acadia owned 3,600,000 subordinate voting shares representing approximately 19.58% of the subordinate voting shares then issued and outstanding immediately following the third reported event Acadia owned 3,825,000 secondary voting shares, representing approximately 20.80% of the shares. Secondary votes then issued and outstanding.
• On November 15, 2024, Acadia sold an aggregate of 90,400 subordinate voting shares, representing approximately 0.49% of the then issued and outstanding subordinate voting shares to VerticalScope (“The fourth reportable event“). The subordinated voting shares were sold through TSX facilities for gross proceeds of $777,116.50 (or an average of approximately $8.596 per subordinate voting share). Together with the subordinated voting shares purchased and sold by Acadia in the period Between December 4, 2023 and November 15, 2024, the fourth reported event reduced ownership of Acadia shares (compared to the third reported event) by 0.76% to Total 3,685,100 Subordinated Voting Shares Representing 20 Percent of Subordinated Voting Shares Then Issued and Outstanding Immediately Prior to the Fourth Reported Event Acadia owned 3,775,500 subordinate voting shares, representing approximately 20.49% of the subordinate voting shares then issued and outstanding immediately after the Fourth Reported Event As reported, Acadia owned 3,685,100 subordinate voting shares representing 20% ​​of the shares. Secondary votes then issued and outstanding.

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Acadia holds subordinated voting shares for investment purposes only and not for the purpose of influencing control or direction of the issuer. Acadia may also purchase, hold, trade, dispose of or otherwise deal with the securities of the Issuer, in such manner as it deems appropriate, including in the open market or through private transactions in the future depending on market conditions and/or Reworking plans and/or other relevant factors.

Purchases of subordinate voting shares made at the third reportable event (and any subsequent purchases of subordinate voting shares between the third reportable event and the fourth reportable event) are exempt from the formal bidding requirements of National Instrument 62-104. Takeover bids and issuer bids ((It is 62-104“) because the purchase was made in reliance on the ordinary purchase exemption in Section 4.1 of National Instrument 62-104. The facts supporting reliance on the exemption are that: (a) the number of subordinate voting shares acquired did not represent more than 5% of the voting shares (b) the total number of Subordinated Voting Shares acquired in reliance on the exemption provided by Acadia and any person acting jointly or in concert with Acadia during any 12-month period, when aggregated with the Acquisitions made; by Acadia and any person acting jointly or jointly with Acadia in agreement with Acadia during the same 12-month period not exceeding 5% of the Subordinated Voting Shares outstanding at the beginning of the 12-month Period (c) the Subordinated Voting Shares are traded on the Toronto Stock Exchange; and (d) the value of the consideration paid for the Subordinated Voting Shares was no more than the market price on the Acquisition Date, as determined in accordance with Section 1.11 of NI 62-104, plus a fee or Reasonable brokerage commissions are actually paid.

The Issuer is located at 111 Peter Street, Suite 600, Toronto, Ontario M5V 2H1. Acadia is located at the Main Building, 142 Sailors Road, PO Box 2428, George Town, Grand Cayman, Cayman Islands, KY1-1105. A copy of this report can be obtained by contacting Rajesh Bavaliya at +1.345.938.9731 or RB-avl@proton.me.

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