OK IOT Group Pty Limited entered into an agreement to acquire Ardent Resources Limited (ASX:AWO) in a reverse merger transaction on September 21, 2015. As reported, Ardent will acquire 100% of IOT's shares in exchange for approximately 670 million fully paid ordinary shares in Ardent being issued to IOT's shareholders. IOT's existing option holders will exchange their options in IOT for options to acquire ordinary shares in Ardent on equivalent terms. In addition to the consideration shares, Ardent will issue approximately 300 million earn out shares to IOT's shareholders if IOT satisfies minimum net profit after tax requirements in 2016 and 2017 of AUD 1 million and AUD 1.5 million respectively. The consideration shares will be subject to voluntary escrow, with key management personnel escrowed for 24 months following ASX re-listing. Other IOT shareholders will be subject to a 6 month escrow following ASX re-listing. Ardent will raise approximately AUD 0.5 million pursuant to a share purchase. Ardent will also issue a prospectus to raise AUD 5.0 million. Following the completion of the transaction, Ardent Resources will see a change to the Board composition, Tiong Chiong Ee and Lan Nguyen will step down from their positions and be replaced by Simon Kantor, Ian Duffell and Richard Woods. Ardent will consolidate its share capital on an indicative basis of 1 for 4.

The transaction is subject to satisfactorily completing mutual due diligence, approval from shareholders of OK IoT Group Pty. Ltd., Ardent completing a prospectus capital raising of AUD 5 million, approval from shareholders of Ardent Resources Limited in a general meeting to be held on December 2, 2015, Ardent completing a prospectus capital raising of AUD 5 million, IOT obtaining all necessary shareholder approvals and consummation of due diligence. The transaction is expected to be completed on December 14, 2015. The funds raised will be utilized to accelerate the development of IOT's product suite and pursue various business development opportunities.

As of November 17, 2015, Ardent completed due diligence and remains committed to proceeding with the acquisition subject to shareholder approval. The transaction terms have been amended such that upfront consideration has been reduced to 257.9 million shares, there will be an additional 69.2 million earn out shares which will be issued to certain IOT Vendors if IOT has greater than AUD 5 million in revenue for the year 2016, all options to acquire IOT shares currently on issue will be replaced on completion of the acquisition in consideration for Ardent now issuing 60.2 million options in Ardent, the transaction is conditional on Ardent successfully undertaking a capital raising via a placement and public offer and Ardent's name will be changed to IOT Group Limited. As of January 13, 2016, transaction was approved by the shareholders of Ardent Resources. On March 17, 2016, ASX has granted waiver from certain listing rules for Ardent. Asher Moses of Media & Capital Partners acted as public relations advisor in the transaction.