MCF Energy Ltd. (TSXV:MCF) entered into a non-binding letter of intent to acquire Genexco Gmbh from a group of shareholders for €12.2 million on January 23, 2023. The consideration comprises of €5 million to be paid in shares and €3 million to be paid in cash. The cash and shares will be released over an expected time frame of six months as certain targets are met, including receiving certain licenses. The number of shares to be issued will be determined on the date of signing the definitive agreement, applying a volume weighted average trading price of MCF stock in the ten preceding trading days, and applying a CAD/EUR exchange rate on the date of the definitive agreement. Both parties agree to negotiate and finalize a definitive stock purchase and sale agreement by January 26, 2023, or extend the date if needed. As on February 22, 2023, the deal terms were amended, and the consideration paid increased by €3 million equally split between cash and MCF Energy common shares. The total consideration being paid is €6.5 million in MCF Energy common shares and €4.5 million in cash. The cash and €2 million of shares will be released over an expected time frame of twelve months as certain targets are met, including receiving certain licenses. In connection with the acquisition, MCF is undertaking a non-brokered financing of 16,000,000 subscription receipts for gross proceeds of €7.5 million. MCF revised announced that it has increased its previously announced non-brokered financing of 16,000,000 subscription receipts for gross proceeds of €7.5 million to an aggregate of 24,000,000 subscription receipts for gross proceeds of €12 million. Both parties agree to negotiate and finalize a definitive stock purchase and sale agreement by February 28, 2023 or extend the date if needed. The transaction is subject to approval from TSX Venture Exchange. As of February 10, 2023, TSX Venture Exchange approved the deal. The completion of the transaction is expected to take place within the next two to three weeks.

As of April 3, 2023, the share purchase agreement was signed. As part of the consideration, MCF will issue 11.07 million shares at closing and further 4.9 million shares post-closing based on conditions with respect to award of exploration permits. A cash consideration of €1.25 shall be paid on closing while €3.25 million will be paid after award of exploration permits. An additional earnout payment of €1.15 million shall also be paid. The transaction was approved by the shareholders of Genexco. Wolfram Boge of Watson Farley & Williams acted as legal advisor to MCF Energy.

MCF Energy Ltd. (TSXV:MCF) completed the acquisition of Genexco Gmbh from a group of shareholders on April 3, 2023.