Real Technology Broker Ltd. entered into a binding letter of intent to acquire ADL Ventures Inc. (TSXV:AVI.P) in a reverse merger transaction.
Upon completion of the transaction the resulting issuer is expected to change its name to Real Technology Brokerage Inc. or such other name as determined by Real Technology Broker Ltd. and will continue on the business of Real Technology Broker Ltd. Concurrent with the completion of the transaction, it is expected that all directors and officers of ADL Ventures Inc. will resign and be replaced by nominees put forth by Real Technology Broker Ltd. at the meeting, except that Laurence Rose will continue to serve on the Board of the resulting issuer. It is expected that Tamir Poleg, the current Chief Executive Officer of Real Technology Broker Ltd. will become the Chief Executive Officer of the resulting issuer upon completion of the transaction and that Real Technology Broker Ltd. will appoint a new Chief Financial Officer, Chairman, Director and Corporate Secretary for the resulting issuer. Gus Patel will become the Chief Financial Officer and Corporate Secretary. Lynda Radosevich will become the Chief Marketing Officer and Guy Gamzu will become Director. It is expected that at least one additional director and/or officer will be added to the Board and/or management team upon completion of the transaction subject to acceptance of the TSXV. Upon completion of the deal, the board of directors of resulting issuer will consist of four directors of which there will be three nominees of REAL and one nominee of ADL. At least two of such directors shall be independent directors. The transaction is subject to approval from TSXV and board approval of Real Technology. Conditional approval from the TSXV with respect to the transaction was obtained on May 13, 2020. The transaction doesn't require the approval of shareholders of ADL Ventures Inc. The transaction is not later than April 30, 2020 or such other date as Real Technology and ADL Ventures may agree. The transaction is expected to close the in the week of June 1, 2020. Smythe LLP provided auditor's report on financial statement of ADL. Deloitte provided auditor's report on financial statement of Real Technology.