The TSX Venture Exchange has accepted for filing documentation the share purchase agreement dated May 30, 2024, and the amending agreements thereto, between the company and an arm's-length party. Pursuant to the terms of agreement, the company has purchased all of the issued and outstanding shares of the vendor in consideration of 40 million Class A common shares of the company at a deemed price of 15 cents per share. The shares are subject to contractual resale restrictions with the shares being released from the resale restrictions in tranches until Feb. 26, 2026. In addition to the shares, the vendors may be issued a number of additional shares with an aggregate deemed value of up to $4-million upon the achievement of certain EBITDA (earnings before interest, taxes, depreciation and amortization) projections. The vendor has been granted the right to appoint two individuals to the company's board of directors and the company's chief executive officer. As a result of the transaction, the vendor is now a wholly owned subsidiary of the company.
For further details, please refer to the company's news releases dated Feb. 28, 2024, May 30, 2024, and Aug. 22, 2024.
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