Enter Into Binding Letter of Intent Layer 2 Ventures Ltd VANCOUVER, British Columbia, Nov. 19, 2021 (GLOBE NEWSWIRE) -- Valdor Technology International Inc. (“Valdor” or the “Company”) (CSE: VTI) is pleased to announce that it has entered into a binding letter of intent (the “LOI”) dated November 18, 2021 with Layer 2 Ventures Ltd. (“Layer 2”) which contemplates the acquisition by Valdor of all of the issued and outstanding shares of Layer 2 (the “Transaction”). As consideration under the Transaction, Valdor will issue an aggregate of 16,666,667 common shares (the “Consideration Shares”) at $0.30 per share, representing aggregate consideration of $5,000,000. In addition to any hold periods or escrow provisions imposed under applicable securities laws or stock exchange policies, the Consideration Shares will be subject to voluntary hold periods as follows: 50% of the Consideration Shares will be subject to a voluntary six month hold period from closing; and the remaining 50% of the Consideration Shares will be subject to a voluntary 12 month hold period from closing.
In connection with the Transaction, Valdor, in its sole discretion, may conduct a private placement financing for gross proceeds of up to $5,000,000 through the issuance of up to 16,666,667 units (each, a “Unit”) at a price of $0.30 per Unit, with each Unit to be comprised of one common share and one warrant, each warrant exercisable for an additional common share at an exercise price of $0.75 for two years after the date of issuance.
In addition, in connection with the Transaction, Valdor will make a “line of credit” loan (the “Loan”) to Layer 2 for up to $250,000. The Loan will be secured, will bear interest at 10% per annum, and will be repayable within 30 days of termination of the LOI or the definitive agreement respecting the Transaction, for any reason.
The LOI contemplates that the parties will draft, finalize and execute a definitive agreement respecting the Transaction within 60 days. The Transaction and the execution of a definitive agreement are subject to mutual due diligence rights of the parties. The Company will provide an update respecting the Transaction and the definitive agreement in due course.
The Transaction will be a “fundamental change” of Valdor pursuant to the policies of the Canadian Securities Exchange (“CSE”), requiring approval from the CSE and approval of the Valdor shareholders under CSE policies.
https://www.globenewswire.com/news-release/2021/11/19/2338292/0/en/Valdor-Enters-Into-Binding-Letter-of-Intent-With-Layer-2-Ventures-Ltd-for-Merger-Transaction.html