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

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

Between May 10, 2023 and November 15, 2024, Acadia purchased and sold Subordinate Voting Shares in the ordinary course of its business, and as such, the number of Subordinate Voting Shares over which it has control or direction and the percentage of the total issued and outstanding Subordinate Voting Shares over which it has control or direction has fluctuated. The following transactions were 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 Event”). Immediately prior to the First Reportable Event, Acadia did not own any Subordinate Voting Shares. Immediately following the First Reportable Event, Acadia owned 2,800,000 Subordinate Voting Shares representing 15.23% of the then-issued and outstanding Subordinate Voting Shares.
• 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 Event”). Immediately prior to the Second Reportable Event, Acadia owned 2,800,000 Subordinate Voting Shares representing 15.23% of the then-issued and outstanding Subordinate Voting Shares. Immediately following the Second Reportable Event, Acadia owned 3,300,000 Subordinate Voting Shares representing approximately 17.95% of the then-issued and outstanding Subordinate Voting Shares.
• 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 Event”). The Subordinate Voting Shares were purchased through the facilities of the TSX at a purchase price of $4.5535 per Subordinate Voting Share (or an aggregate of $1,024,537.50). Together with Subordinate Voting Shares purchased by Acadia between May 29, 2023 and December 4, 2023, the Third Reportable Event increased Acadia’s shareholdings by 2.85% to an aggregate of 3,825,000 Subordinate Voting Shares representing approximately 20.80% of the then-issued and outstanding Subordinate Voting Shares. Immediately prior to the Third Reportable Event, Acadia owned 3,600,000 Subordinate Voting Shares representing approximately 19.58% of the then-issued and outstanding Subordinate Voting Shares. Immediately following the Third Reportable Event, Acadia owned 3,825,000 Subordinate Voting Shares representing approximately 20.80% of the then-issued and outstanding Subordinate Voting Shares.
• 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 of VerticalScope (the “Fourth Reportable Event”). The Subordinate Voting Shares were sold through the facilities of the TSX for aggregate proceeds of $777,116.50 (or an average of approximately $8.596 per Subordinate Voting Share). Together with Subordinate Voting Shares purchased and sold by Acadia between December 4, 2023 and November 15, 2024, the Fourth Reportable Event decreased Acadia’s shareholdings (as compared to the Third Reportable Event) by 0.76% to an aggregate of 3,685,100 Subordinate Voting Shares representing 20% of the then-issued and outstanding Subordinate Voting Shares. Immediately prior to the Fourth Reportable Event, Acadia owned 3,775,500 Subordinate Voting Shares representing approximately 20.49% of the then-issued and outstanding Subordinate Voting Shares. Immediately following the Fourth Reportable Event, Acadia owned 3,685,100 Subordinate Voting Shares representing 20% of the then-issued and outstanding Subordinate Voting Shares.

Acadia holds the Subordinate Voting Shares for investment purposes only and not for the purpose of influencing control or direction over the Issuer. Acadia may further purchase, hold, trade, dispose or otherwise deal in the securities of the Issuer, in such manner as it deems appropriate, including on the open market or through private transactions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

The purchase of Subordinate Voting Shares made in the Third Reportable Event (and any subsequent purchases of Subordinate Voting Shares between the Third Reportable Event and the Fourth Reportable Event) was exempt from the formal bid requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids (“NI 62-104”) as the purchase was made in reliance on the normal course 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 then outstanding Subordinate Voting Shares; (b) the aggregate number of Subordinate Voting Shares acquired in reliance on the exemption by Acadia and any person acting jointly or in concert with Acadia within any period of 12 months, when aggregated with acquisitions otherwise made by Acadia and any person acting jointly or in concert with Acadia within the same 12 month period did not exceed 5% of the Subordinate Voting Shares outstanding at the beginning of the 12-month period; (c) the Subordinate Voting Shares trade on the Toronto Stock Exchange; and (d) the value of the consideration paid for the Subordinate Voting Shares was not in excess of the market price at the date of the acquisition, as determined in accordance with section 1.11 of NI 62-104, plus reasonable brokerage fees or commissions actually paid.

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