I am surprised I am the First (responder-trained) PosterRift Valley to acquire 58.1 million Metrolink shares
2017-03-22 18:21 ET - News Release
An anonymous director reports
RIFT VALLEY RESOURCES CORP. (CSE: RVR) ANNOUNCES LETTER OF INTENT WITH METROLINK SOLUTIONS INC.
Rift Valley Resources Corp. has entered into a non-binding letter of intent with Metrolink Solutions Inc. Pursuant to the letter of intent, Rift, Metrolink and the Metrolink shareholders will enter into a definitive agreement whereby the Metrolink shareholders will grant Rift an option to acquire up to 58,109,592 (that is, up to 100 per cent) of the issued and outstanding common shares of Metrolink through the issuance of common shares of Rift to be issued in stages on a one-to-one basis to the shareholders of Metrolink.
ISSUANCE OF SHARES TO METROLINK SHAREHOLDERS Total number of shares Percentage to be issued Upon signing 3,486,576 6% First-year anniversary 8,135,343 14% Second-year anniversary 17,432,877 30% Third-year anniversary 29,054,796 50% Total 58,109,592 100%
A 10-per-cent finder's fee will be paid on each issuance of Rift common shares to the Metrolink shareholders. Rift will have the right at any time to accelerate its acquisition of the Metrolink shares. All of these securities will be subject to a statutory four-month hold and will be so legended.
Prior to entering into the definitive agreement, Rift intends to consolidate its shares on the basis of one new common share for every five old common shares, as announced in the company's Jan. 6, 2017, news release.
Postconsolidation, Rift intends to conduct an initial private placement financing of a minimum of five million to a maximum of eight million common shares to be issued at five cents per share for total proceeds to Rift of $250,000 to $400,000.
Closing of the proposed transaction and the private placement financing is subject to a number of conditions being satisfied or waived at or prior to closing, including the following:
- Execution of a mutually acceptable definitive agreement;
- Rift to have consolidated its shares on one-for-five basis;
- Satisfactory completion of due diligence by each of the parties prior to execution of the definitive agreement;
- No material adverse change with respect to Metrolink or its business having occurred;
- The receipt of all required regulatory and Canadian Securities Exchange approvals.