- IV Hydreight, subsidiary of Victory Square Technologies (VST), has signed a merger agreement with Perihelion Capital (PCL.P)
- The agreement will result in PCL acquiring all of the equity interests of Hydreight, while the shareholders of Hydreight will receive shares of PCL in exchange
- The completion of the proposed transaction is subject to the satisfaction of certain conditions which include the completion of a concurrent non-brokered financing for gross proceeds of a minimum of $500,000
- VST builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth
- Victory Square Technologies Inc. opened the day’s trading at $0.125 per share
Victory Square Technologies’ (VST) wholly-owned subsidiary, IV Hydreight, has signed a merger agreement with Perihelion Capital (PCL.P).
The agreement is in connection with an arm’s length reverse-takeover transaction which will result in PCL acquiring all of the equity interests of Hydreight. In return, shareholders of Hydreight will receive shares of PCL in exchange for their holdings in Hydreight.
The completion of the proposed transaction is subject to the satisfaction of certain conditions.
These conditions include completing a concurrent non-brokered financing for gross proceeds of a minimum of $500,000 through the issuance of common shares in the capital of 1362795 B.C. Ltd. (AssetCo), a wholly-owned subsidiary of VST.
The second condition is the completion of the consolidation of common shares of PCL on a 6.46805 pre-consolidation share for one post consolidation share basis;
The third condition is the completion of the transfer of all equity interest in Hydreight from VST to AssetCo, while the third condition is the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange.
The proposed transaction will result in PCL acquiring all of the issued and outstanding securities of AssetCo, which will be the sole shareholder of Hydreight prior to the effective time of the closing of the merger agreement.
The existing shareholders of AssetCo, which include VST, are expected to own a majority of the outstanding PCL common shares after completion of the proposed transaction and PCL will be renamed to such name as mutually agreed to by PCL and Hydreight.
It is anticipated that PCL immediately after the completion of the proposed transaction will be a Tier 2 technology issuer listed on the Exchange.
Perihelion Capital Ltd. is a capital pool company.
VST builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth.
Victory Square Technologies Inc. opened the day’s trading at $0.125 per share.
