The assets which make up the Aquaponics Segment include, (i) the Company's closed-environment vertical aquaponics system ("CEVAS") and all intellectual property associated with the CEVAS; (ii) the Company's harvesting automated robotic vehicle ("HARV"), being a vertical farm rack system and automated plant tending and harvesting robot designed to work alongside and assist CEVAS, and all intellectual properties (including patents) associated with HARV; and (iii) all other formations and know-hows of the Aquaponics Segment (collectively, the "Assets").
Pursuant to the terms of the Purchase Agreement, the Company has agreed to sell the Assets to the Buyer for consideration consisting of (i) $200,000 payable in cash, and (ii) the assumption of up to
The Transaction will provide the Company the opportunity to reduce its overall liabilities and to focus on its other business segment that provides catering and product consultation services to its customers (the "Catering Business"). Current market conditions for entities similar to the Company, and the ability to raise capital in this environment to further develop and expand the Company's assets, are very uncertain and it would be difficult for the Company to restore and increase value for its shareholders with significant liabilities. Accordingly, the management and board of directors of the Company determined that this was a unique opportunity to restructure itself, focus on the Catering Business and consider strategic opportunities.
Completion of the Transaction is subject to customary conditions for a transaction of this nature, which include applicable regulatory and stock exchange approvals (including approval of the
The board of directors of the Company has unanimously determined that the Transaction is in the best interests of the Corporation and is fair to the Shareholders and is unanimously recommending that the Shareholders vote in favour of the Transaction.
Further details of the Transaction, and the risks and procedures associated therewith, will be disclosed in greater detail in the information circular of the Company for the Shareholder meeting which the Company currently anticipates will be mailed to the Shareholders in
A copy of the Agreement will be made available under the Company's profile on SEDAR at www.sedar.com. The summary of the Agreement in this news release is qualified in its entirety by the full text of the Agreement.
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This news release and other publicly available documents, including the documents incorporated herein and therein by reference, contain "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate", "intend", "plan", "goal", "seek", "believe", "project", "estimate", "expect", "strategy", "future", "likely", "may", "should", "will", and the negative of these terms, and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the amount of funds available to Pontus on the completion of the Transaction, the expected or intended use of any such funds and the future growth of the Catering Business or the Aquaponics Segment, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise
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