MCC Arifmetika LLC entered into a binding letter of intent to acquire Navigator Acquisition Corp. (TSXV:NAQ.P) for CAD 81 million in a reverse merger transaction on August 30, 2021. The LOI contemplates that the holders of the issued and outstanding shares of HoldCo or Arifmetica, as the case may be, will exchange such shares for common shares in the capital of the resulting issuer, resulting in the issuance by the resulting issuer of approximately 224,927,143 common shares. MCC will own 93% in the combined company as a result of the transaction. The parties entered into a definitive agreement on December 24, 2021.Rresulting issuer will issue of approximately 224,927,143 common shares at a deemed price of CAD 0.36 per common share.
Upon completion of the Transaction, the resulting issuer will hold 100% of the issued and outstanding securities of Arifmetika and it is anticipated that the resulting issuer will apply to list on the Toronto Stock Exchange, in addition to changing its name and trading symbol to a name and trading symbol acceptable to Arifmetika, receipt of the requisite audited and unaudited financial statements of Arifmetika, and the applicable regulatory authorities. The transaction requires approval from receipt by the British Columbia Securities Commission of the final Prospectus; (d) approval of the Transaction by the TSX-V as Navigator's qualifying transaction; and (e) approval of the Russian tax authorities. Upon completion of the Transaction, it is expected that certain current members of Navigator's board of directors and certain senior officers will resign, and the board of directors and management team and the resulting issuer will be reconstituted to comprise of five members to be nominated by Arifmetika and two members to be nominated by Navigator. Completion of the Transaction will be subject to certain conditions, including, but not limited to, (a) receipt of all necessary approvals of the boards of directors of Navigator and Arifmetika; (b) approval of the Transaction by the TSX-V as Navigator's qualifying transaction; (c) Arifmetika satisfying the initial listing requirements set by the Toronto Stock Exchange; and (d) the parties' entry into a definitive agreement in furtherance to LOI. Navigator is not required to obtain shareholder approval for the transaction. However, shareholder approval may be required in order to implement the proposed changes to the board of directors of the resulting issuer on closing of the transaction.
MCC Arifmetika LLC cancelled the acquisition of Navigator Acquisition Corp. (TSXV:NAQ.P) in a reverse merger transaction on July 10, 2022.