West Pacific Ventures Inc. entered into a letter of intent to acquire Fireswirl Technologies Inc. (TSXV:FSW.H) in a reverse merger transaction for CAD 12.9 million.
Resulting company Board of Directors will consist of 5 Directors of which Revelo will appoint one director. Julian R.F. Bavin will be appointed as Chief Executive Officer and Director of Fireswirl and Adrian Manger as the Non-Executive Chairman of the new board of directors on closing of the transaction. Timothy J. Beale, Ioannis (Yannis) Tsitos and Gurdeep Bains will serve as members of new board of directors. Current officers and directors of Fireswirl Technologies, with the exception of Gurdeep Bains, will resign on closing of the transaction. In connection with the transaction, Fireswirl Technologies will complete a concurrent private placement offering for gross proceeds of a minimum of CAD 4 million. As of October 16, 2020, Fireswirl Technologies completed a bridge financing of 0.67 million units at a price of CAD 0.40 per unit for gross proceeds of CAD 0.27 million. The company intends to use the proceeds of the bridge financing for working capital including costs of the transaction. As of November 3, 2020, West Pacific Ventures has completed a private placement of a total of 101 million subscription receipts of West Pacific at a price of CAD 0.40 per subscription receipt for gross proceeds of CAD 4.02 million. The offering was completed in connection with the proposed business combination between the Fireswirl Technologies and West Pacific.
Completion of the transaction is subject to a number of conditions, including, but not limited to completion of a private placement for proceeds of no less than CAD 4 million, receipt of CSE approval to the listing of Fireswirl Technologies, and completion of satisfactory due diligence by Fireswirl Technologies.