Pounce Technologies Inc. (TSXV:POI.H) entered into a letter of intent to acquire Trax One, Inc. from Cameron Chell and other shareholders for CAD 2.9 million on October 1, 2018. The parties entered into an agreement on November 7, 2018. Consideration includes issuance of 20.88 million shares at exchange rate of 1.28 of Pounce Technologies, 0.07 million share purchase warrants at exercisable price of CAD 0.15 per Share, 0.5 million stock options at an exercise price of CAD 0.15 per Share and unsecured convertible notes of Trax of CAD 0.3 million to be issued pursuant to the Bridge Loan are being converted into an aggregate of 2.5 million shares at a deemed price of CAD 0.12 per share. Consideration securities will be subject to a voluntary escrow agreement and will be escrow from closing of the acquisition and not released until the first anniversary of closing. Pounce Technologies intends to complete a private placement (“Concurrent Financing”) of shares or subscription receipts to raise gross proceeds of at least CAD 1.2 million on terms to be determined in reference to market conditions and Canadian Securities Exchange policies, subject to the securities having a minimum subscription price of CAD 0.15 per share or subscription receipt. Trax One plans to seek an unsecured bridge loan in the amount of CAD 3 million from third party lenders, subject to the negotiation and execution of the applicable loan documentation. On completion of the acquisition, the business of Trax will be the primary business of the Pounce. Also in connection with the acquisition, Pounce seeks to transfer the listing of its shares from the NEX Board of the TSX Venture Exchange (the “TSXV”) to the Canadian Securities Exchange (the “CSE”). The Board of Directors of Pounce Technologies is expected to be reconstituted on closing to be comprised of four Directors, including one nominee of Trax. Michael Morris has been nominated for appointment as a director of the Pounce Technologies. The completion of the acquisition and remain subject to a number of conditions, including that the parties be satisfied with their respective due diligence, completion of the concurrent financing, execution of the acquisition agreement and the execution of the escrow agreement by all security holders of Trax, all requisite approvals being obtained, including approval of the majority of minority shareholders, funding of the Bridge Loan, approval of the TSXV for the delisting, the approval of the CSE for the listing of Pounce Technologies, target having liabilities of no more than CAD 0.050 million excluding the bridge loan and other customary conditions. On December 19, 2018, the shareholders of the Pounce Technologies approved the acquisition of Trax. Transaction is expected to close on or before December 14, 2018. As of November 7, 2018, the transaction is expected to close on or before January 31, 2019. As on February 8, 2019, The Expected closing date is extended from January 31, 2019 to May 31, 2019. Virgil Hlus of Clark Wilson LLP acted as legal advisor to Pounce Technologies and Jeffrey S. Marks of Alliance Legal Partners, Inc. acted as legal advisor to Trax One, Inc.