Lynx Global Digital Finance Corporation (CNSX:LYNX) entered into a memorandum of understanding to acquire 52.15% stake in Binangonan Rural Bank Inc. for $4.3 million on May 13, 2021. As of July 8, 2021, Lynx Global Digital Finance Corporation signed a definitive share purchase agreement to acquire 52.15% stake in Binangonan Rural Bank Inc for $3.2 million. Upon closing, this acquisition will provide Lynx a controlling interest in Binangonan Rural Bank. Pursuant to the MOU, Lynx has agreed to issue an aggregate of 2.119914 million common shares of the Company ( the "Consideration Shares") to the current shareholders of Ausphil, on a pro rata basis, with a value of $1.738329 million, in addition to cash payments of $0.5656 million on closing (the "Closing Date"), and an additional $0.08625 million due December 31, 2021. At the Closing Date, Lynx has also agreed to grant to the shareholders of Ausphil, on a pro rata basis, 1.5 million share purchase warrants (the "Consideration Warrants") entitling the holders to purchase an additional 1.5 million common shares of Lynx ("Shares") at a price per Share of $1.24. The Consideration Warrants will expire 24-months from the date of issuance. In addition, Lynx has agreed to purchase debt owing by Ausphil to certain creditors, in the aggregate principal amount of $1.136496 million, through the issuance of 1.057861 million common shares of the Company (the "Debt Consideration Shares") and cash payments of $0.276667 million, due 30 days following the Closing Date. As per the terms of the agreement, Lynx will issue 2.54 million shares, make a cash payment in the amount of $0.57 million, an additional cash payment in the amount of $0.23 million payable 30 days following closing date and cash payment of 0.086 million payable on December 1, 2021. Lynx will also issue 1.78 million share warrants to purchase 1.78 million shares at a price of $1.24 per share. The Consideration Shares, Debt Consideration Shares and any Shares issued upon exercise of the Consideration Warrants will be subject to regulatory and voluntary pooling restrictions on resale in the following aggregate amounts until the following dates: (a) 65% of the Consideration Shares, Debt Consideration Shares and any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is four months plus one day from the Closing Date; (b) an additional 15% of the Consideration Shares and Debt Consideration Shares and an additional 15% of any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is 6 months from the Closing Date; (c) an additional 10% of the Consideration Shares and Debt Consideration Shares and an additional 10% of any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is 9 months from the Closing Date; and (d) an additional 10% of the Consideration Shares and Debt Consideration Shares and an additional 10% of any Shares issued upon exercise of the Consideration Warrants, shall be subject to restrictions on resale until the date which is 12 months from the Closing Date. 100% of the Consideration Shares, Debt Consideration Shares and any Shares issued upon exercise of the Consideration Warrants will also be subject to a statutory hold period of four months and one day. In a related transaction, Antonio L. Tiu along with number of his owned or affiliated companies, entered into a separate memorandum of understanding to acquire the remaining 47.85% stake in Binangonan Rural Bank on March 23, 2021. As of May 13, 2021, Lynx Global Digital Finance Corporation completed its due diligence assessment and will now make every effort to close the acquisition, at or before May 28, 2021. The transaction is expected to close on or before July 15, 2021.