Unique Logistics Holdings, Inc. and Innocap, Inc. Complete Reverse Merger and Financing

NEW YORK, Oct. 27, 2020 /PRNewswire/ -- Unique Logistics Holdings Inc. ("Unique Logistics" or the "Company") announces that it has become a publicly-traded company via a reverse merger (the "Merger") with Innocap, Inc. ("INNO") INNO, a fully reporting public company. The Merger was completed on October 8, 2020. Unique Logistics plans to file for a name change and symbol change in the near future to better reflect the new business operations.

Introducing Unique Logistics

Unique Logistics is a global logistics and freight forwarding company serving a large customer base in the United States that includes major well-known retailers and other companies that import goods to the United States, export goods from the United States to other countries, or require other supply chain services, including warehousing. Unique Logistics executes sections of the supply chain process for its customers and holds operating licenses issued by US Customs, the Federal Maritime Commission and the Transportation Security Administration for this purpose. Unique Logistics has offices throughout the United States and employs over 90 staff.

The Transaction

In connection with the Merger, on October 8, 2020, INNO, Star Exploration Corporation, a Texas corporation (the "Split-Off Subsidiary"), and Paul Tidwell former Chief Executive Officer of INNO, an individual in his capacity as the Split-Off Subsidiary purchaser, entered into a Split-Off Agreement (the "Split-Off Agreement"). Pursuant to the terms of the Split-Off Agreement, INNO, as seller, in consideration of the cancellation of 45,606,489 shares of the Company's common stock, any and all preferred stock issued or outstanding and the assignment and assumption of $797,000 of INNO's liabilities, sold to Mr. Tidwell all of the issued and outstanding shares of the Split-Off Subsidiary including all assets related to INNO's prior business.

Financing

On October 8, 2020, and on October  14, 2020, respectively, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with investors (the "Investors") pursuant to which the Company sold to the Investors 10% secured subordinated convertible promissory notes, (the "Notes") realizing gross proceeds of $2,000,000 and warrants to purchase shares of the Company's common stock. 

Mr. Sunandan Ray, the new Chief Executive Officer of "INNO" stated "We are very pleased to announce the completion of Unique Logistics' merger with INNO. Becoming a public company is a key element of our growth strategy, and the completion of this merger is a significant accomplishment for Unique Logistics. A public listing will provide us with greater access to capital, enhance our ability to attract additional talent to our management team and will allow us to use our public equity to execute on our future acquisition strategy."

Mr. Ray continued, "We would like to thank our existing INNO shareholders and welcome our new shareholders.  This merger is an important milestone as we continue to build shareholder value."

A copy of the merger agreement, and additional information related to the Merger and the Financing can be found in the Current Reports on Form 8-K's filed with the Securities and Exchange Commission on October 13, 2020 and October 19, 2020, respectively. Those reports may be accessed at www.sec.gov.

About Innocap, Inc.

Innocap, Inc INNO is a fully reporting publicly-held company that wholly-owns Unique Logistics.

Safe Harbor:

Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Act of 1995. When used in this press release, the words or phrases "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intends," "primary goal," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, including but not limited to, economic conditions, dependence on management, dilution to shareholders, lack of capital, changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability to compete, conflicts of interest related to party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition, the inability of the Company to obtain or maintain the listing of the post-acquisition company's ordinary shares on Nasdaq following the Merger, and the ability of the Company to obtain additional financing. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.

SOURCE Innocap, Inc.