Victory Square Technologies Inc (CSE:VST, OTCQX:VSQTF) announced that it has struck an agreement with Perihelion Capital Ltd, a TSX Venture Exchange-listed capital pool company, to sell its 100%-owned subsidiary IV Hydreight Inc in a deal worth approximately C$22.6 million.
The deal, once completed, would represent a qualifying transaction that would see IV Hydreight become a listed company on the TSX-V.
Hydreight provides a business model for health professionals, including nurses, and allows such professionals the perks of working for themselves and running their own business.
The firm has created a platform for many new medical doctors and healthcare professionals including naturopaths, pharmacists, private nurses, and emergency medical technicians, which enables these professionals to provide services through a centralized booking system. It provides the medical professional with access to clients and marketing capabilities for their services, while enabling the professional to forgo certain operating expenses.
Hydreight was acquired by Victory Square on February 10, 2021.
As per the letter of intent, prior to the closing of the proposed transaction, 100% of the equity interests in Hydreight will be transferred into the Victory Square subsidiary company so that, upon completion of the transaction, Hydreight will be a wholly-owned subsidiary of Perihelion Capital.
Perihelion Capital will issue to certain shareholders of the Victory Square subsidiary, other than the holders of financing shares, on a prospectus and registration exempt basis, $22,575,000 worth of Perihelion shares. The exact number of shares and the price of such shares may be agreed to between Victory Square and Perihelion.
In connection with the proposed transaction, the parties have agreed to use commercially reasonable efforts to complete a private placement financing of financing shares at a price equal to the resulting issuer list price to raise gross proceeds of approximately $500,000.
In exchange for the financing shares, Perihelion will issue one share for every financing share held by such financing shareholder.
Perihelion has provided Hydreight with a refundable, unsecured, non-interest bearing loan of $25,000 concurrently with the signing of the letter of intent, which Hydreight intends to use for working capital purposes. Perihelion will also provide a refundable secured, non-interest bearing advance to Hydreight in the amount of $200,000, which Hydreight will use for working capital purposes.
Victory Square is expected to hold approximately 78% of the resulting issuer and Perihelion is expected to hold approximately 22% on completion of the proposed transaction.
Contact Angela at angela@proactiveinvestors.com
Follow her on Twitter @AHarmantas