Thunder River Enterprises Ltd.
Thunder River Enterprises Inc. Announces Entering into Amalgamation Agreement and Proposed Private Placement by 80-20 Connect Inc.
Friday, May 17, 2019 12:23 PM
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
THUNDER BAY, ON / ACCESSWIRE / May 17, 2019 / Further to the news release of April 28, 2019 of Thunder River Enterprises Inc. (the "Corporation" or "Thunder River") and its proposed transaction with 80-20 Connect Inc. ("8020") described therein, Thunder River announces it has entered into an amalgamation agreement (the "Amalgamation Agreement") with 80-20 Connect Inc. ("8020") and 2191340 Alberta Ltd., a wholly-owned subsidiary of Thunder River ("Thunder River Subco") pursuant to which 8020 and Thunder River SubCo agree to amalgamate (the "Amalgamation") to form an amalgamated company ("Amalco") under section 181 of the Business Corporations Act (Alberta). It is a condition of the Amalgamation that the 50,460,440 issued common shares of the Corporation be consolidated on a 25 for 1 basis to equal 2,018,418 common shares. Pursuant to the Amalgamation, the issued Class "A" common shares in the capital of 8020 and all other securities of 8020 held by the securityholders thereof will be exchanged for freely tradeable securities of the resulting corporate entity (the "Resulting Issuer"), having the same rights, privileges, preferences and conditions as the Class "A: Shares and other securities of 8020 ("Resulting Issuer Securities"). Following the Amalgamation, the security holders of the Corporation will own or control 2,298,418 of the issued voting shares of the Resulting Issuer and the security holders of 8020 will own or control 18,717,863 of the issued voting shares of the Resulting Issuer. The property of each of Thunder River Subco and 8020 will continue to be the property of Amalco and Amalco shall continue to be liable for the obligations of each of Thunder River SubCo and 8020. Amalco will become a wholly-owned subsidiary of Thunder River. The transaction is conditional upon, inter alia, all necessary regulatory and other consents and approvals required in connection with the Amalgamation, including shareholder approval and the acceptance for listing of the common shares of the Resulting Issuer on the TSX Venture Exchange Inc. ("TSXV Listing").
8020, an Alberta corporation, is a communication technology corporation focused on developing niche communication platforms to work with highly regulated or highly monitored business environments.
The Amalgamation is also subject to 8020 completing a private placement equity financing of subscription receipts ("Subscription Receipts") of 8020 for gross proceeds of $1,250,000 at a price of $0.20 per Subscription Receipt (the "Private Placement"). Each Subscription Receipt shall be exchanged, without payment of additional consideration for units of 8020 ("Units"), upon satisfaction of certain escrow release conditions, and subject to adjustment in certain events. Each Unit will consist of one Class "A" common share in the capital of 8020 (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.30 for a period of 12 months following the date of the TSXV Listing. Holders of the Units issued in exchange for the Subscription Receipts will be entitled to receive freely tradeable Resulting Issuer Securities of the Resulting Issuer having the same rights, privileges, preferences, conditions and limitations as the units upon completion of the Amalgamation for each Unit so held.
8020 and the Corporation have entered into a non-binding engagement letter with Richardson GMP Limited to act as agent ("Agent") in connection with the Private Placement on a "commercially reasonable efforts" basis. The Agent will be paid a cash commission equal to 10% of the gross proceeds of the Private Placement and will receive an option ("Agent's Option") entitling the Agent to purchase a number of Common Shares equal to 10% of the number of the Units sold pursuant to the Private Placement at a price of $0.20 per Common Share for a period of 24 months following the date of the TSXV Listing. In addition, the Company has granted the Agent an over-allotment option to sell an additional number of Units to raise additional gross proceeds of $250,000, exercisable, up to 48 hours before the closing of the Private Placement. The ultimate structure of the Private Placement and the Amalgamation shall be determined by the parties during the course of the engagement and shall be subject to the mutual agreement of the Agent, 8020 and Thunder River.
The completion of the Private Placement is subject to, inter alia, normal due diligence, all necessary regulatory and other consents and approvals and the parties entering into a definitive agency agreement, in a form mutually satisfactory to the parties, which will include normal representations, warranties and covenants of 8020 and Thunder River, payment and reimbursement of expenses, customary termination provisions and an indemnity of 8020 in favour of the Agent.
It is anticipated that the Amalgamation will be completed on a date of not later than October 31, 2019.
For further information contact;
Thunder River Enterprises Inc.
Attention: Scott C. Kellaway
Chief Executive Officer
Phone: (807) 577-6463
E-mail: [email protected]
Forward Looking Statements
Statements in this news release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "contemplates", "intends", "plan", "expect", "project", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this news release includes, without limitation, statements with respect to the terms and conditions of the Amalgamation and the Private Placement and the completion thereof. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although the Corporation believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of the Corporation) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, risks that required regulatory approvals are not obtained; and risks that other conditions to the completion of the Amalgamation or the Private Placement are not satisfied. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Corporation undertakes no obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in its expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
SOURCE: Thunder River Enterprises Inc.