FlexITy Solutions Inc. entered into an amalgamation agreement to acquire Ivrnet Inc. (TSXV:IVI) for CAD 3.8 million in a reverse merger transaction on November 19, 2021. In connection with the transaction, IVRNET intends to consolidate its common shares on a 20:1 basis and complete the Continuation, Name Change, Brokered Financing and Shares for Debt Settlement. The Resulting Issuer anticipates listing on the TSXV as a Tier 1 Industrial, Technology or Life Sciences Issuer, subject to TSXV acceptance. In addition, as part of the transaction, and pursuant to the Amalgamation Agreement, shareholders of FLEXITY, holding more than 91.29% of the currently issued and outstanding FLEXITY shares, have agreed to lock-up their FLEXITY Shares and the IVRNET Shares issued in exchange therefor for a period of 18 months with 25% of such securities being released on the closing date of the transaction, and thereafter on each of the 6, 12 and 18 month anniversaries of the Closing Date Subco pursuant to the provisions of the BCBCA (the "Amalgamation"). The amalgamated entity will be a wholly-owned subsidiary of IVRNET and the shareholders of FLEXITY will be issued 77.803251 IVRNET Shares (on a post-IVRNET Share Consolidation basis) for every one FLEXITY common share held immediately prior to the completion of the transaction (the "Exchange Ratio"). Additionally, all outstanding preferred shares, convertible debentures and options of FLEXITY will be exchanged for preferred shares, convertible debentures, and options, respectively, of IVRNET on the same terms and conditions as the original security. As a result of the transaction, it is expected that IVRNET will issue up to an aggregate of 75 million IVRNET Shares (in exchange for 963,970 FLEXITY Shares issued and outstanding as of the date hereof at the Exchange Ratio) at a deemed price of CAD 0.90 each, 6,267 preferred shares of IVRNET convertible into 8,352,613 IVRNET Shares (in exchange for 6,267 preferred shares of FLEXITY issued and outstanding as of the date hereof) in each case, at a deemed price of CAD 1,000 each, an aggregate of 3,112,130 stock options of IVRNET (in exchange for the outstanding stock options of FLEXITY); and convertible debentures of IVRNET convertible into an aggregate of 7,027,640 IVRNET Shares (in exchange for the outstanding convertible debentures of FLEXITY).

In connection with the transaction, IVRNET proposes to complete a "best efforts" brokered private placement of a minimum of 5,226,299 and up to a maximum of 12,543,117 subscription receipts (each, a “Subscription Receipt”), at a price of CAD 0.9567 per Subscription Receipt, for gross proceeds of a minimum of CAD 5 million and up to a maximum of CAD 12 million (the “Brokered Financing”). Upon the satisfaction of certain escrow release conditions, including completion of the transaction, each Subscription Receipt will be automatically converted, without payment of any additional consideration, into one unit of IVRNET (each, a "Unit"). Each Unit will be comprised of one IVRNET Share (each, a "Unit Share") and one-half of one IVRNET common share purchase warrant with each whole warrant (each, a "Unit Warrant") being exercisable, for a period of two years from the effective date of the Transaction, to purchase one IVRNET Share at a price of CAD 1.25 per IVRNET Share, in each case, on a post-IVRNET Share Consolidation basis. The gross proceeds of the Brokered Financing (less any brokers expenses and brokers fees payable) will be used for acquisitions, certain capital expenditures and general and administrative expenses, which include but are not limited to, salaries and benefits, premises leasing, professional fees and office related expenses.

As per the amended agreement signed on March 25, 2022, the exchange ratio of the transaction has changed from 77.803251 to 75.4989184. As such, pursuant to the transaction, IVRNET will now issue 75.4989184 post-Consolidation (as defined below) common shares of IVRNET for each common share of FLEXIT. As a result of which, IVRNET will issue up to 87,105,262 Resulting Issuer Shares at a deemed price of CAD 0.90 each. Ivrnet common shares are currently halted from trading, and the trading of Ivrnet's common shares is expected to remain halted pending completion of the reverse takeover transaction.

The completion of the transaction is subject to the satisfaction of certain conditions, including but not limited to TSX Venture Exchange (the “TSXV”) approval, completion of the brokered financing subject to satisfaction or waiver of the conditions and subject to certain conditions, including receipt of applicable regulatory and FlexITy and Ivrnet shareholder approvals. The Amalgamation has been unanimously approved by the FLEXITY shareholders. IVRNET and FLEXITY anticipate that the transaction will be completed in Q1, 2022. Dylan Chochla, Stuart Brotman, and Christopher Steeves of Fasken Martineau DuMoulin LLP acted as the legal advisors to FlexITy Solutions Inc.

FlexITy Solutions Inc. cancelled the acquisition of Ivrnet Inc. (TSXV:IVI) in a reverse merger transaction on June 26, 2023. The common shares of Ivrnet are expected to resume trading on TSXV upon receiving TSXV approval.