Summary of the Transaction Clause Samples
Summary of the Transaction. Pursuant to the terms of the Amalgamation Agreement, the Company has agreed to acquire all of the issued and outstanding TargetCo Shares by way of a “three-cornered” amalgamation whereby SmartWerx and TargetCo will amalgamate to form a new entity (“AmalCo”), and AmalCo will be a wholly-owned subsidiary of the Company upon Closing. At the effective time of the Closing, each of the outstanding TargetCo Shares will be cancelled and, in consideration for such TargetCo Shares, the TargetCo shareholders will receive an aggregate of 20,000,000 units (each, a “Unit”), at a deemed price of $0.05 per Unit. Each Unit will consist of one common share (each, a “Share”) in the capital of the Company, one-half of one warrant to purchase a Share at an exercise price of $0.10 per Share (the “$0.10 Half Warrants”), and one-half of one warrant to purchase a Share at an exercise price of $0.15 per Share (the “$0.15 Half Warrants” and together with the $0.10 Half Warrants, the “Warrants”). The Warrants will be exercisable for a period of two years from the date of Closing. The creation of a new control person is not anticipated to occur as a result of the Transaction. Pursuant to Section 4.6(2) of Policy 6 of the Canadian Securities Exchange (the “CSE”), the Company is required to obtain shareholder approval (the “Shareholder Approval”) of more than 50% of its shareholders as the issuance of the Units will be greater than 100% of the total number of Shares issued and outstanding prior to Closing. The Company seeks to obtain the Shareholder Approval by a written resolution signed by security holders of more than 50% of the Company’s securities having voting rights. The Shares, Warrants, and any Shares issuable upon the due exercise of the Warrants will be subject to a hold period equal to the greater of: (i) four months from the date of Closing, and (ii) 10 Trading Days (as such term is defined in the policies of the CSE) from the date a Form 52-104F4 Business Acquisition Report, with audited financial statements of TargetCo, is filed in connection with the Transaction. At Closing, Amalco will be named SmartWerx Solutions Inc., and the following individuals will be appointed as directors and officers of SmartWerx: (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Director and Chief Executive Officer; (ii) ▇▇▇▇▇▇ ▇▇▇▇ as Director and President; (iii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as Director; and (iv) ▇▇▇▇▇▇▇ ▇▇▇ as Chief Technical Officer. The closing of the Transaction is subject to conditions precedent as a...
Summary of the Transaction. Subject to board approval and due diligence, ▇▇▇▇▇ will purchase 100% of the membership interests of GeoLectric per the terms outlined below. Upon execution of this Binding Letter Agreement, ▇▇▇▇▇ and GeoLectric will move expeditiously towards closing the transaction via a Definitive Purchase and Sale agreement. The Definitive Purchase and Sale Agreement will contain, among other things, standard representations and warranties, an escrow and/or return provisions so that title to the membership interests of GeoLectric does not pass until such time as ▇▇▇▇▇ has fully performed under the Definitive Purchase and Sale Agreement, and that time will be of the essence.
Summary of the Transaction. 1.1 Pacific Stratus will issue to ▇▇▇▇▇▇▇ an aggregate of not less than 11,500,000 common shares in exchange for all of the issued and outstanding shares of Cockpit, a private company engaged in designing and producing computer gaming accessories. Pacific Stratus will provide financing to Cockpit to allow Cockpit to pursue its business objectives.
Summary of the Transaction. The consideration offered by Torque for the common shares of Frankly represents a premium of approximately 58% to the trailing 20-day volume weighted average price of Frankly’s common shares ending March 6, 2020 (being the last trading day prior to the date the Business Combination Agreement was entered into), being $0.5430 (based on the trailing 20-day volume weighted average price of Torque’s common shares over the same period, being $0.8591). Upon completion of the Transaction, ENGINE is expected to have the following capital structure: ● The common shares of Frankly will be exchanged for common shares of Torque on a one-for-one basis which, based on the currently issued and outstanding common shares of Frankly, would result in the issuance of 30,813,758 Torque shares to the shareholders of Frankly. All outstanding convertible securities of Frankly will be exchanged for equivalent securities of Torque (other than outstanding warrants to purchase common shares of Frankly, which will remain outstanding and have the terms of such securities adjusted to reflect the exchange ratio). ● The securities of WinView will be exchanged for 26,400,000 common shares of Torque, which shall be subject to certain leak-out provisions which have been agreed upon by the parties in the Business Combination Agreement. ● As of March 2, 2020, Torque had 14,082,385 common shares outstanding, 7,651,454 common shares issuable on the exercise of outstanding options and warrants, and convertible debentures of Torque in the aggregate principal amount $11,665,002, which are convertible into units of Torque at a conversion price of $0.50 per unit, with each unit comprised of one common share and one warrant, with each warrant exercisable at $0.50 per share. Torque has agreed to use its reasonable best efforts to cause all Torque convertible debentures to convert into Torque common shares prior to the completion of the Transaction and a condition to closing the Transaction in favour of Frankly and WinView is that Torque convertible debentures representing no less than 25% of the aggregate principal amount of all Torque convertible debentures shall have been converted into Torque common shares. Below is a summary of WinView’s unaudited financial results for the year ending December 31, 2018: Total Revenue 610 Direct Costs 1,066 Operating loss (13,149 ) Total Assets 2,282 Total Liabilities 15,741 The financial information provided above has been provided by management of WinView, is unaud...
Summary of the Transaction. The Transaction will be effected by way of a three-cornered amalgamation without court approval under the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”). Pure Extracts will amalgamate with 1270233 B.C. Ltd., a newly incorporated wholly-owned subsidiary of the Company, and will become a wholly-owned subsidiary of the Company on completion of the Transaction, and the shareholders of Pure Extracts will exchange their shares in Pure Extracts for common shares of the Company. Upon completion of the Transaction, the Resulting Issuer will continue on with the business of Pure Extracts. The Company has received conditional approval to list its common shares on the Canadian Securities Exchange (the “CSE”). Prior to the completion of the Transaction, the Company intends to voluntarily de-list its common shares from the NEX Board of the TSXV. In accordance with TSXV requirements, the Company will be seeking majority of the minority shareholder approval in connection with the de-listing. Prior to the closing of the Transaction, Big Sky will change its name to “Pure Extracts Technologies Corporation” or such other name as may be agreed upon the parties. Additionally, Big Sky will complete a consolidation of the issued common share capital on the basis of one (1) new common share for each six (6) old common shares (the “Consolidation”). The Company will issue the following securities in connection with the Transaction to existing security holders of Pure Extracts: approximately 63,761,043 common shares, 12,000,000 rights exercisable to common shares based on milestone performances, 12,213,856 share purchase warrants, and 10,596,674 incentive stock options. Additionally, 5,000,000 common shares of Big Sky will be issued as a finders’ fee to parties at arms-length to the Company. Additional information concerning the Transaction and the Resulting Issuer will be disclosed in the Listing Statement of the Resulting Issuer to be filed in connection with listing on the CSE, and which will be available under the Resulting Issuer’s SEDAR profile at ▇▇▇.▇▇▇▇▇.▇▇▇.
Summary of the Transaction. As consideration for the Acquisition, Highland will pay Orvana up to US$25 million in aggregate, of which US$20 million will be paid in cash upon Closing and US$5 million will be paid in cash or shares of Highland, at ▇▇▇▇▇▇’s option, upon occurrence of the events described below: • US$1.25 million upon the earliest of (i) commencement of commercial production of Copperwood and (ii) the date that is 36 months after Closing; and an additional US$1.25 million on the first anniversary of this payment. • US$1.25 million if the average copper price for any 60 calendar day period following the first anniversary and preceding the second anniversary of commencement of commercial production is greater than US$4.25/lb; and an additional US$1.25 million if the average copper price for any 60 calendar day period following the second anniversary and preceding the third anniversary of the commencement of commercial production is greater than US$4.50/lb. ▇▇▇▇▇▇ will use the proceeds received from the divestment of Copperwood to repay a $2.7 million loan from ▇▇▇▇▇▇’s majority shareholder, invest in organic growth at its existing operations and working capital.
Summary of the Transaction. It is anticipated that the Proposed Transaction will be completed by way of a plan of arrangement or such other structure to be determined in a manner that is mutually agreeable from a tax perspective to both Cardero and WCU shareholders, likely resulting in Cardero becoming a wholly-owned subsidiary of WCU at closing. Prior to the completion of the Proposed Transaction, Cardero will effect a voluntary delisting of its shares from the TSX Venture Exchange (“TSXV”). As certain members of the Cardero board are also members of the board or management of WCU or control persons of WCU, Cardero has appointed a special committee to review the Proposed Transaction and make recommendations to the Cardero board. Cardero has also engaged a third party advisor to prepare a fairness opinion in relation to the Proposed Transaction. Following completion of the Proposed Transaction, outstanding warrants to acquire common shares of Cardero will be exercisable to acquire common shares of WCU on the basis of the above common share exchange ratio. All outstanding and unexercised options of Cardero will be cancelled. Under the terms of the Letter Agreement, Cardero will have the right to appoint two members to the board of the merged entity. The Proposed Transaction is conditional upon a number of items, including without limitation, the approval of the board of directors of each party, the execution of a definitive agreement (the “Definitive Agreement”) reflecting the terms set out in the Letter Agreement, the approval of the Cardero shareholders, as more particularly described below, at a meeting to be held as soon as practicable following execution of the Definitive Agreement, Cardero having not more than $300,000 in outstanding accounts payable and accrued liabilities, excluding loans made by entities controlled by director ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Kopple Entities”), in addition to other customary closing conditions, including receipt of court and all regulatory and TSXV approvals. In addition, in connection with the completion of the Proposed Transaction, WCU is to complete a financing of not less than $10 million for the merged entity (the “WCU Financing”), which financing is not to impact the ratios set forth above. Finally, prior to the completion of the Proposed Transaction and following the voluntary delisting of ▇▇▇▇▇▇ from the TSXV, Cardero and the Kopple Entities will enter into certain agreements for the extension of the maturity and restructuring of $2,329,163 in loa...