SPUD INC. completed the acquisition of Rainy Hollow Ventures Inc. (TSXV:RHV.P) from Ionic Securities Ltd. and others in a reverse merger transaction.
In addition to the name change, Rainy Hollow will also seek the requisite corporate approvals to complete the consolidation, to set the number of directors (all SPUD nominees), and to elect the same. If the transaction is completed, it is expected that the board of directors of the resulting issuer will be comprised of suitable nominees, each of whom will be appointed by SPUD. Further, the officers of the resulting issuer will be determined by SPUD prior to completion of the transaction. As part of transaction, Peter van Stolk will be Chief Executive Officer and Director, Monique A. Wilberg, Todd Cherniak, Eric Phaneuf, Terry Vanderkruyk will be Directors, Adrienne Uy will be Chief Financial Officer & Secretary, and Jef King will be Chief Technology Officer.
The transaction is subject to entering into and execution of the definitive agreement, Rainy Hollow and SPUD intend to complete the transaction by way of amalgamation, arrangement, or other similar transaction, whereby Rainy Hollow will acquire all of the issued and outstanding securities of SPUD, to form the resulting issuer; receipt of all required regulatory approvals with respect to the transaction and listing of the Resulting Issuer shares on the TSXV or the TSX; all third party consents and corporate approvals necessary to complete the Transaction are obtained, including approval of SPUD shareholders and the Supreme Court of British Columbia including approval of the name change and the consolidation, as applicable; the signature of lock-up agreements required of certain SPUD and Rainy Hollow shareholders, the signature of voting agreements required of certain SPUD shareholders, all directors and officers of Rainy Hollow will resign, Rainy Hollow will have a minimum cash balance as the cash balance, SPUD Shareholders holding no more than 5% of the issued and outstanding SPUD Common Shares will have exercised their Dissent Rights and the concurrent financing shall have been completed. In connection with the transaction, if necessary, SPUD will convene a meeting of its shareholders for the purposes of approving the transaction, where applicable, the transaction cannot close until the required shareholder approval is obtained. Rainy Hollow intends to apply for exemption for the Sponsorship requirement as required by the TSXV. As of March 30, 2021, the transaction was approved by shareholders of SPUD. As of April 12, 2021, Rainy Hollow has received conditional approval from TSX Venture Exchange. SPUD has also received conditional approval to list the common shares of the Resulting Issuer on Toronto Stock Exchange following the completion of the transaction. Final approval of the listing is subject to the resulting issuer meeting certain conditions required by the TSX on or before June 29, 2021. As of April 15, 2021, Rainy Hollow completed the consolidation of its common shares on the basis of 8 pre-consolidation common shares for one post-consolidation common share. Completion of the transaction is expected to occur at the beginning of the month of April but in no event later than April 22, 2021. As of April 12, 2021, the transaction is expected to close on or about April 16, 2021.
Melinda Park, Scott Robson, Shane Barnes and Samer Chomery of Borden Ladner Gervais LLP acted as legal advisor to Rainy Hollow. Sébastien Bellefleur, Monica Dingle, Laura Fabi, Rosemary McCabe and Neil Wiener of Fasken Martineau DuMoulin LLP acted as legal advisors to SPUD. Computershare Trust Company of Canada acted as transfer agent to Rainy Hollow Ventures Inc.
SPUD INC. completed the acquisition of Rainy Hollow Ventures Inc. (TSXV:RHV.P) from Ionic Securities Ltd. and others in a reverse merger transaction on April 16, 2021. The resulting issuer is expected to commence trading on the TSX on or about April 21, 2021.