New Media Capital 2.0 Inc. and Hypersonix Launch Systems Ltd. Announce Recent Developments and Updates to Qualifying Transaction

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(TheNewswire)

 

Edmonton, Alberta TheNewswire - May 20, 2022 – New Media Capital 2.0 Inc. (“New Media” or the “Company”) (TSXV:NEME.P), a “capital pool company” pursuant to the policies of the TSX Venture Exchange (the “TSXV”), and Hypersonix Launch Systems Ltd. are pleased to announce certain updates in connection with the proposed reverse takeover of New Media and Hypersonix to be effected by way of a court-supervised scheme of arrangement under the laws of Australia (the “Qualifying Transaction”). The Qualifying Transaction is intended to constitute New Media’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSXV). As a result of the Qualifying Transaction, it is expected that Hypersonix will become a wholly-owned subsidiary of New Media (the “Resulting Issuer” following completion of the Qualifying Transaction). The completion of the Qualifying Transaction is subject to a number of conditions including obtaining the final approval of the TSXV.

 

Updates to the Concurrent Financing

Further to the press release of the Company dated February 4, 2022, Hypersonix has engaged Research Capital Corporation (the “Lead Agent”) to act as lead agent and sole bookrunner (on its own behalf an on behalf of a syndicate of agents which may be formed (collectively, the “Agents”)) in connection with the private placement offering (the “Concurrent Offering”) of subscription receipts (the “Subscription Receipts”) by Hypersonix. The Concurrent Financing is a best-efforts offering of approximately 4,166,666 Subscription Receipts at a price of C$1.20 per Subscription Receipt, which will provide to the Company aggregate gross proceeds of approximately C$5,000,000.   Additional grants awarded to the Company by the Australian, Federal Government. (see below) will result in the receipt of approximately A$10,950,000 (amounting to approximately C$9,800,000) by Hypersonix and its partners.  

These grants are in addition to the previous Accelerating Commercialisation Program grant (“ACA”) awarded in 2020, which enabled the production and testing of a SPARTAN engine by additive manufacturing (“3D printing”), and associated Hydrogen fuel system, in full satisfaction of all conditions of the grant, and on budget.  The A$8,000,000 Modern Manufacturing Initiative (“MMI”) grant awarded under the Australian federal Defence translation Stream will fund the first launch of an entirely 3D printed DART hypersonic unmanned aerial vehicle (“UAV”).  The Cooperative Research Centres Projects (“CRC-P”) grant awarded by the Department of Industry, Science, Energy and Resources will be used to develop a composite version of the DART AE as another technology demonstrator.  Hypersonix believes that these DART AE and DART CMP programs will demonstrate key factors of its future larger Orbiter, including scalability of manufacture, reliability, cost effectiveness and high cadence of manufacture.  These factors support Hypersonix’ vision of enabling multiple low-cost launches in a short time frame for both civilian and defence applications.  

Each Subscription Receipt will automatically be exchanged into one unit of Hypersonix (a “Unit”) on the satisfaction or waiver of certain escrow release conditions (the “Release Conditions”) in accordance with the terms of a subscription receipt agreement to be entered into on the closing of the Concurrent Financing among Hypersonix, NMC, the Lead Agent, on behalf of the Agents, and TSX Trust Company, as subscription receipt agent, without the payment of additional consideration or the taking of further action on the part of the subscriber. Each Unit will consist of one ordinary share in the capital of Hypersonix (a “Hypersonix Share”) and one-half of one share purchase warrant of Hypersonix (a “Warrant”). Each Warrant will be exercisable to acquire one Hypersonix Share at an exercise price of C$2.25 for a period of 24 months from the date of the satisfaction of the Release Conditions.

The gross proceeds of the Concurrent Financing, less the Agents’ expenses, will be held in escrow pending the satisfaction of the Release Conditions. In the event that the Qualifying Transaction does not occur on or before the date that is 120 days following the closing date of the Concurrent Financing, the gross proceeds will be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts will be automatically cancelled.

Upon completion of the Qualifying Transaction, each Hypersonix Share underlying the Units will automatically be exchanged for one common share of the Resulting Issuer (a “Resulting Issuer Share”) and each Warrant will become exercisable to acquire one Resulting Issuer Share at an exercise price of C$2.25 for a period of 24 months from the date of the satisfaction of the Release Conditions. The Resulting Issuer will be entitled to accelerate the expiry date of the Warrants upon notice to the Warrant holders should the closing price of the Resulting Issuer Shares on the TSXV be greater than C$4.00 for twenty consecutive trading days.

 

In connection with the Concurrent Financing, the Agents will be entitled to a cash commission equal to 8.0% of the aggregate gross proceeds raised in the Concurrent Financing, which shall be reduced to 2.5% in respect of sales of Subscription Receipts of up to C$2,000,000 to purchasers on a president’s list, as well as compensation options (the “Compensation Options”) exercisable for that number of Units equal to 8.0% of the number of Subscription Receipts issued pursuant to the Concurrent Financing, which shall be reduced to 2.5% in respect of the number of Subscription Receipts of up to C$2,000,000 issued to purchasers on a president’s list, at a price of C$1.20 per Unit for a period of 24 months from the date the Release Conditions are satisfied. In connection with the closing of the Qualifying Transaction, each Compensation Option will become exercisable to acquire one Resulting Issuer Share and one-half of one Warrant, with each whole Warrant exercisable to acquire one Resulting Issuer Share at an exercise price of C$2.25 for a period of 24 months from the date of the satisfaction of the Release Conditions.

The net proceeds of the Concurrent Financing, after giving effect to the Qualifying Transaction, are expected to be used by the Resulting Issuer to fund the matched funding obligations required under the MMI and CRC-P grant conditions, including engineering and project development expenses, investor communications and financing costs, and for general working capital purposes.

 

Updates to the Proposed Directors and Officers of the Resulting Issuer

It is presently contemplated that that the board of directors of the Resulting Issuer will be comprised of David Waterhouse, Michael Smart, Gary Lewis, Robert Drolet, Trish White and John Putters and that the senior management team will be comprised of David Waterhouse as President and Chief Executive Officer, Michael Smart as Chief Technology Officer and Head of Research and Development and William Harper as Chief Financial Officer. The biographies of Trish White, John Putters and William Harper are below. The biographies of the balance of the individuals contemplated to become directors or officers of the Resulting Issuer are set out in the press release of New Media dated February 4, 2022, available on the Company’s SEDAR profile at www.sedar.com.

Trish White, Director

 

Ms. White has over 30 years’ experience as a senior executive, company director and former politician, including previous roles at the Defence Science and Technology Organisation (now the Defence Science and Technology Group) and WorleyParsons Limited. She was also President and Board Chairman of Engineers Australia.

 

John Putters, Director

 

Mr. Putters is the Chief Executive Officer and a director of Visionstate Corp. (TSXV: VIS). Mr. Putters is a seasoned entrepreneur and is one of the founders of the Visionstate Corp. He is a graduate of the University of Alberta and has spent over 25 years in the technology space where he has disrupted the traditional way operators manage their facilities, in several industries. Mr. Putters has been an integral part of the growth and sustainability of Visionstate Corp., successfully navigating it through its lean start-up years by establishing strategic partnerships and ensuring the financial stability of the company.

 

William Harper, Chief Financial Officer

 

Mr. Harper is a Chartered Professional Accountant with William Harper CPA. Prior thereto, Mr. Harper was an accounting manager at Enkel Backoffice Solutions Inc. and audit manager at Hay & Watson Chartered Professional Accountants. He has acted as Chief Financial Officer for a number of publicly traded listed companies and has corporate finance and listed-company experience in an array of sectors. Currently, Mr. Harper also serves as Chief Financial Officer of Irvnet Inc. (TSXV: IVI) and Yorkton Equity Group Inc. (TSXV: YEG).

Disclaimer and Additional Information

The CRC-P grant contract between Hypersonix and the Australian federal government is signed and the necessary additional agreements between Hypersonix and its partners are in process.  The MMI grant contract is expected to be made available once the results of the ongoing federal elections are known.  The “Caretaker Conventions” in force in Australia prevent the existing Government from entering into new commitments until the federal elections expected to be held on the 21st of May 2022 has concluded.  It is therefore possible that grant awards will be delayed or certain of their conditions modified, and the grant agreement reserve discretion to the Government to withdraw funding under certain conditions.  There is therefore no assurance that funding will continue to be available as awarded.  Hypersonix believes that as long as it complies with the milestones set out in the grant conditions there are limited risks that the grants will be reduced or conditions altered.  See also the Cautionary Statements below.

Additional information concerning the Qualifying Transaction, the Concurrent Financing, New Media, Hypersonix and the Resulting Issuer is available in the news releases of New Media dated February 4, 2022 and March 7, 2022 and will be provided in subsequent news releases and in the filing statement to be filed by New Media in connection with the Qualifying Transaction and which will be available under New Media’s SEDAR profile at www.sedar.com.

Disclosure About Recent Grants Awarded to Hypersonix

10 May 2022 - Hypersonix Launch Systems awarded A$8M MMI Defence Grant for the manufacture and launch of 3D printed DART AE technology demonstrator

On the 21st of April 2022, the Australian Federal Government announced the successful applicants of the Modern Manufacturing Initiative (MMI) Defence Translation stream.

Hypersonix Launch Systems was granted A$8M for the DART AE Multi-mission Hypersonic Drone Technology Demonstrator using Additive Engineering.

Since the first official announcement by Hypersonix to develop DART AE in November 2021, the global interest in the Australian company has grown.

Management believes key factors for Hypersonix technology being demonstrated by DART AE are scalability of manufacture, reliability, cost effectiveness and high cadence of manufacture, enabling multiple low-cost launches in a short time frame.

With this latest grant award, Hypersonix Launch Systems secured funding for the 3D printed version of DART, DART AE, which is scheduled for launch in 2023.

In addition, the recently announced A$2.95 million Cooperative Research Centres Projects grant from the Australian federal government (awarded to Hypersonix and its partners in late March 2022) for the re-usable high temperature composite version of DART, DART CMP, builds on the successful completion of the Department of Industry, Science, Energy & Resource’s Accelerating Commercialisation Grant for the build of a prototype scramjet engine and fuel system, completed in March 2022.

According to David Waterhouse, Managing Director and Co-Founder of Hypersonix: “With Hypersonix Launch Systems being awarded this major grant, the Hypersonix team is ‘over the moon’ and the MMI grant will provide a catalyst to our growth in Australia and ability to grow Australia’s export market in this key area of Aerospace technology.”

Michael Smart, CTO, Head of R&D and Co-Founder adds: “The team is extremely proud that our MMI grant application for the build and launch of DART AE has been successful. It gives us the necessary funding to quickly progress our core scramjet technology that has been fully developed in Australia.”

May 4, 2022- Successful green Hydrogen tests at Bulwer Island complete Hypersonix ACA Grant activities

Hypersonix Launch systems has completed all the activities covered by the Department of Industry, Science, Energy & Resources Accelerating Commercialisation (ACA) grant on time and on budget on 31st March. The grant project called for the manufacture of a scramjet engine prototype SPARTAN and its hydrogen fuel system.

The company conducted high-pressure hydrogen gas flow tests through its additive manufactured (3D-printed) scramjet combustor at Bulwer Island (close to Brisbane airport [on test rigs designed by its engineering team]. The HIL (hardware in the loop) bench top tests were the final series of steps required by the Accelerating Commercialisation grant awarded to Hypersonix in 2020. The successful tests have proven that the scramjet engine fuel system is working as designed and will inform future builds of the fuel system.

Hypersonix Launch Systems 3D printed the SPARTAN scramjet engine in Australia with Amiga Engineering to Hypersonix’ precise specifications, and it was delivered under its Christmas tree to undergo a series of measurements and tests using Nitrogen initially and then hydrogen, through the first quarter.

“The SPARTAN scramjet powers all of Hypersonix’s unmanned hypersonic UAVs currently under development. There is also a composite version of the SPARTAN scramjet engine currently in development”, according to David Waterhouse, Managing Director of Hypersonix.

The 3D printed DART AE technology demonstrator, launching in 2023, will feature a single SPARTAN scramjet engine.

Both the Delta Velos Demonstrator as well as the Delta Velos Orbiter will use four SPARTAN scramjet engines. The Delta Velos Orbiter is the large-scale hypersonic vehicle designed to place small satellites into Low Earth Orbit.

 

March 29, 2022 – Australian Federal Government funds $2.95M for world’s first reusable hypersonic UAV project

 

Hypersonix, together with the University of Southern Queensland, LSM Advanced Composites (“LSM”) and New South Wales-based Romar Engineering (“Romar”) have been awarded a A$2.95 million Cooperative Research Centres Projects (“CRC-P”) grant from the Australian federal government.

 

The project, titled “DART CMP Airframe – a reusable hypersonic platform”, is a UAV (unmanned aerial vehicle) that can travel at hypersonic speeds up to Mach 12 (twelve times the speed of sound). It is powered by the SPARTAN hydrogen fuelled scramjet engine.

 

Scramjets take oxygen from the atmosphere, a fact that reduces weight by 60 per cent compared to rockets. The development of new high temperature composite materials in this project will enable DART CMP to be reusable. With zero CO2 emissions thanks to the green hydrogen fuel, management believes that Hypersonix is leading a new era of “green” access to space.

 

The project will deliver a new sovereign manufacturing capability for high temperature ceramic matrix composites in Australia.

 

The deliverables include a complete UAV airframe including composite aeroshell and aerodynamic control surfaces, flight avionics, and hydrogen fuel system.

 

Hypersonix Managing Director David Waterhouse said DART CMP is the composite version of the DART AE due for launch in 2023.

 

“AE stands for Additive Engineering and is the fully 3D printed version out of high temperature alloys that are already available in Australia,” Mr. Waterhouse said.

 

“The type of high temperature composites we require for DART CMP are currently not available here, therefore there is an urgent need to develop these materials in Australia.

 

“We are thankful that the government acknowledged this gap and responded with accepting our application. We can’t wait to have these materials ready in mid 2025.”

 

Hypersonix Chief Technology Officer Michael Smart added: “And we are proud to support three PhD students with this project as well, we need more experts in this developing industry.”

 

The University of Southern Queensland’s Institute for Advanced Engineering and Space Sciences Executive Director Professor Peter Schubel said the CRC-P success was an exciting step for its ongoing collaboration with Hypersonix.

 

“The University of Southern Queensland is applying its research expertise in the field of hypersonics and future materials to help realise an innovative mission,” Professor Schubel said.

 

“Our role in the project will be to develop and test the prototype ultra-high temperature composite material needed.

 

“Our expertise in liquid moulding technologies, automated fibre placement, pultrusion and filament winding capabilities with exotic materials allows us to develop revolutionary structures.

 

“As an industry-focused research and technology organisation, we are committed to delivering real-world, large-scale solutions for our clients, utilising our extensive laboratories and manufacturing equipment.”

 

Additive Manufacturing/3D Printing will be used where possible and will be covered by Romar with Steve Milanoski (ex-SpaceX), leading the steadily growing additive manufacturing team.

 

The DART CMP UAV will undergo hardware in the loop bench testing as part of flight readiness.

 

The CRC-P grant was not the first Australian federal government grant awarded to Hypersonix. With the successful completion of an “Accelerating Commercialisation program” by 31st March on time and on budget, the Hypersonix team is excited to prepare for project DART CMP starting in July 2022.

 

Romar is also no stranger to government grants having been awarded a Modern Manufacturing Initiative (“MMI”) Space grant in 2021 for A$5.85 million for the development of its fluid and motion control business.

 

Romar has developed significant capability in materials characterisation for metal 3D printing and has established manufacturing expertise using L-DED and L-PBF technologies. The Romar advanced manufacturing team offers total engineering solutions from early-stage design and prototyping through to serial manufacture of space rated components.

 

“We are very excited to be working with Hypersonix, USQ and LSM on the development of the DART CMP. The project represents a significant leap forward in technology for the fast-growing Australian space industry,” said Romar Chief Executive Officer, Alan Lipman.

 

LSM Managing Director Liam Mahoney added: “LSM Advanced Composites is proud to be a participant in this unique project for a hypersonic UAV, which will be revolutionary in the development of high temperature ceramic composite components.”

 

About New Media Capital 2.0 Inc.

 

The only business of New Media is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” in accordance with the policies of the TSXV. For further information, contact: New Media Capital 2.0 Inc., John A. Putters, CEO and Director. Tel.: 587-985-2601.

 

About Hypersonix Launch Systems Ltd.

Hypersonix is an Australian engineering, design and build company specializing in scramjet engines and hypersonic technology. Hypersonix is developing several hypersonic vehicles that fly at hypersonic speeds between Mach 5 and Mach 12 with zero CO2 emissions, only water vapor, and have applications in both satellite launch and high-speed aviation. For further information, contact Nina Patz by email at [email protected] and by phone at +61-0400-679-499.

Cautionary Statements

 

Disclosure Regarding Forward-Looking Statements: This press release contains certain statements with respect to “forward-looking information” within the meaning of applicable securities legislation relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Concurrent Financing, the use of proceeds of the Concurrent Financing, the proposed directors and officers of the Resulting Issuer and the business of the Resulting Issuer. We use words such as “might”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “forecast” and similar terminology to identify forward-looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although the Company and Hypersonix believe, in light of the experience of their officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company and Hypersonix can give no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Concurrent Financing and/or other associated transactions, that the ultimate terms of the Qualifying Transaction, the Concurrent Financing and/or other associated transactions will differ from those currently contemplated, and that the Qualifying Transaction, the Concurrent Financing and/or other associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. Except as required by law, each of the Company and Hypersonix disclaims any obligation to update or revise any forward-looking statements herein for any reason or to comment on analyses, expectations or statements made by third parties in respect of the Company, Hypersonix, their respective securities, or their respective financial or operating results (as applicable).

 

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

 

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

 

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

 

This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

 

All information contained in this press release relating to Hypersonix was provided by Hypersonix to New Media for inclusion herein. New Media has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

 

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