Victory Square Technologies Inc (CSE:VST, OTCQX:VSQTF) (VST) announced that its wholly-owned subsidiary IV Hydreight Inc has entered into a merger agreement with Perihelion Capital Ltd (PCL), a capital pool company listed on the TSX Venture Exchange, as part of a reverse takeover.
The arm’s length transaction will result in PCL acquiring all of the equity interests of Hydreight and shareholders of Hydreight receiving shares of PCL in exchange for their holdings in Hydreight, the company said.
The merger is effective as of Tuesday, although its completion is subject to certain conditions, including a concurrent non-brokered financing for gross proceeds of at least $500,000 through the issuance of common shares of another VST subsidiary, 1362795 B.C. Ltd; the consolidation of common shares of PCL on a 6.46805 pre-consolidation share for 1 post-consolidation share basis; the transfer of all equity interest in Hydreight from VST to AssetCo; and the receipt of all requisite regulatory, stock exchange or governmental authorizations and consents.
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PCL will acquire all the issued and outstanding securities of AssetCo, which will be the sole shareholder of Hydreight prior to the effective time of the closing of the merger agreement, in exchange for the issuance of securities of PCL by way of a three-cornered amalgamation between a fully owned subsidiary of PCL, AssetCo and PCL itself.
The existing shareholders of AssetCo, including VST, are expected to own a majority of outstanding PCL common shares after the transaction, and PCL will be renamed after the fact.
The company said it expects PCL to be a Tier 2 technology issuer on the exchange immediately after the deal is completed.
VST builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth.
The company's sweet spot is the cutting-edge tech that is shaping the 4th Industrial Revolution. Its portfolio consists of 20 global companies using AI, VR/AR and blockchain to disrupt sectors as diverse as fintech, insurance, health and gaming.
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