FlexITy Solutions Inc. cancelled the acquisition of Ivrnet Inc. in a reverse merger transaction.
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 âSubscription Receiptâ), 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 âBrokered Financingâ). 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 âTSXVâ) 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.