Captor Capital Corp. (OTCPK:NWUR.F) entered into a non-binding term sheet to acquire remaining 79% stake in I-5 Holdings Ltd. for CAD 54.9 million on January 5, 2018. Captor Capital Corp. entered into a merger agreement to acquire remaining 79% stake in I-5 Holdings Ltd. for CAD 83.7 million on February 16, 2018. Under the non-binding term sheet, each shareholder of I-5 Holdings will receive 3 common shares of Captor for each share of I-5 Holdings. Captor Capital will issue 220.53 million shares to the shareholders of I-5 Holdings. Additionally, 8.9 million common share purchase warrants and 5 million stock options of I-5 that will become warrants and options of Captor Capital based on same exchange ratio of 3.

Under the merger agreement, I-5 Holdings shareholders received 2.6 common shares of Captor Capital for each I-5 share. Captor issued a total of 171.9 million Captor Capital shares in consideration for the acquisition of all the issued and outstanding I-5 Holdings shares. As a result of the acquisition, certain common share purchase warrants of I-5 Holdings are exercisable into 22.2 million Captor Capital shares at an exercise price of CAD 0.25 per Captor Capital share and other common share purchase warrants of I-5 Holdings are exercisable into 3.7 million Captor Capital shares at an exercise price of CAD 0.31 per Captor Capital share. After completion of the amalgamation, I-5 Holdings will be a wholly owned subsidiary of Captor. Captor intends to complete a non-brokered private placement of units raising up to CAD 20 million. Each unit will be sold at a price of CAD 0.20 and will be comprised of one common share of Captor and one half of one common share purchase warrant. Approximately half the proceeds raised from the private placement will be provided as a loan to I-5 Holdings to fund its operations. The remaining proceeds will be used towards additional investments in other industries. As of January 22, 2018, the size of the private placement increased from CAD 20 million to CAD 50 million. As of February 12, 2018, the private placement was completed. The deal is subject to various conditions, including the approval of I-5 Holdings' shareholders and regulatory approval. The closing of the acquisition will be released from escrow pending the satisfaction of certain conditions precedent that were not satisfied by the closing date. Approximately 70 % of the Captor Capital shares issued in consideration for the I-5 Holdings shares are subject to a lock-up agreement under which 25% of the Captor Capital shares subject to the lock-up agreement will become freely tradeable on May 23, 2018, a further 25% will become freely tradeable on August 23, 2018 and the remaining 50% will become freely tradeable on February 23, 2019.