(TheNewswire)
January 3, 2025 – TheNewswire - Vancouver, British Columbia – Impact Acquisition Corp. (TSXV: IMPC.P) (“Impact”, the “Company” or the “Resulting Issuer”) is pleased to announce that it has entered into a letter of intent dated January 2, 2025 (the “LOI”), with Jeff Brands Ltd., a corporation incorporated under the laws of the State of Israel and listed on the NASDAQ under the trading symbol “JFBR” (“Jeff Brands” or “JFBR”), in respect of an arm’s length asset and share sale transaction involving the Target Shares (as defined below) (the “Proposed Transaction”), which will result in the reverse takeover of the Company by Jeff Brands. The Proposed Transaction is expected to constitute the Company’s “Qualifying Transaction” as such term is defined in policies of the TSX Venture Exchange (the “Exchange”).
The Proposed Transaction
Pursuant to the terms of the LOI, Jeff Brands and the Company will enter into a share purchase agreement whereby Jeff Brands will convey and transfer to Impact all of the issued and outstanding securities (the “Target Shares”) of Fort Products Limited (the “Target”) in consideration for up to 166,000,000 common shares in the capital of the Company (“Resulting Issuer Shares”). 100,000,000 Resulting Issuer Shares will be issued in connection with the closing of the Proposed Transaction and 66,000,000 Resulting Issuer Shares will be issued to Jeff Brands upon the achievement of certain milestones prior to certain deadlines.
The completion of the Proposed Transaction is subject to the satisfaction of certain conditions, including but not limited to: (i) receiving all required directors, shareholder, regulatory and court approvals, including the approval of the Exchange and approval of Israel Tax Authority (as required); (ii) the continuing truth and accuracy of all representations and warranties and the fulfillment of all covenants by the other party subject to materiality qualifications agreed to by the parties; (iii) no material adverse change in the financial condition, business, results of operations, assets or liabilities (contingent or otherwise) of the other party shall have occurred; (iv) Jeff Brands preparing and delivering to Impact all such audited and unaudited financial statements for the Target prepared in accordance with IFRS for the periods as may be required in accordance with applicable securities laws and Exchange requirements; (v) the Resulting Issuer Shares being issued as fully paid and non-assessable common shares, free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature, except those imposed pursuant to escrow restrictions of the Exchange; (vi) there being no legal proceeding of regulatory actions or proceedings against any person to enjoin, restrict or prohibit the Proposed Transaction or which could reasonably be expected to result in a material adverse effect on the Target, Jeff Brands or Impact; and (vii) there being no prohibition at law against the completion of the Proposed Transaction.
Subject to the satisfaction of waiver of all conditions precedents to the Proposed Transaction, Impact and Jeff Brands anticipate that the Proposed Transaction will be completed no later than May 31, 2025. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice by both Impact and Jeff Brands.
It is anticipated that the Resulting Issuer will be listed on the Exchange as a Tier 2 technology issuer. The Proposed Transaction is not expected to constitute a Non-Arm’s Length Qualifying Transaction or a related party transaction pursuant to the policies of the Exchange and applicable securities laws, and is not expected to be subject to the approval of shareholders of Impact.
Upon execution of a definitive agreement between the Company and Jeff Brands, the Company will publish a comprehensive news release in accordance with Section 11.2 of TSXV Policy 2.4 – Capital Pool Companies, which will provide disclosure on incoming directors and officers of the Resulting Issuer, financial data related to the Target and a description of the business of the Resulting Issuer, among other items.
Additional information regarding the Proposed Transaction, will be provided in a filing statement, management information circular or similar disclosure document to be filed on the SEDAR+ profile of Impact at www.sedarplus.ca in due course.
Finder’s Fee
Upon closing of the Proposed Transaction, Impact intends to issue 5,000,000 Resulting Issuer Shares to certain finders (the “Finders”) as compensation for providing advisory services in connection with the Proposed Transaction. Each of the Finders are expected to be arm’s length to both Impact and Jeff Brands.
Resulting Issuer Capitalization
Upon closing of the Proposed Transaction, the parties expect 133,300,000 Resulting Issuer Shares will be issued and outstanding on a non-diluted basis and approximately 200,180,000 Resulting Issuer Shares issued and outstanding on a fully-diluted basis (including the 66,000,000 Resulting Issuer Shares to be issued upon the achievement of certain milestones within the prescribed period), with existing shareholders of Impact holding approximately 21.23% of the outstanding Resulting Issuer Shares, Jeff Brands holding approximately 75.02% of the outstanding Resulting Issuer Shares and the Finders holding approximately 3.75% of the outstanding Resulting Issuer Shares, in each case, on a non-diluted basis.
Trading Halt
Trading in the common shares of Impact (the “Impact Common Shares”) have been halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange. Impact and Jeff Brands expect to enter into definitive agreements with respect to the Proposed Transaction as soon as practicable subject to the receipt of tax, corporate and securities law advice.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the Exchange unless a waiver from the sponsorship requirement is obtained. Impact intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver from this requirement will be obtained.
About Impact
Impact is a capital cool company (“CPC”) within the meaning of the policies of the Exchange. Impact was created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the CPC policy of the Exchange, until the completion of the Proposed Transaction or other “Qualifying Transaction” as defined in the policies of the Exchange, Impact will not carry on business other than identification and evaluation of companies, businesses or assets with a view to completing a proposed qualifying transaction.
For further information, please contact:
Gabi Kabazo
Chief Financial Officer
Impact Acquisition Corp.
Telephone: (604) 833-6820
Email: ir@impactacquisitions.net
Disclaimers
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance, completion of the conditions precedent thereto including any financing requirements, and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
The Impact Common Shares are expected to remain halted until such time as permission to resume trading has been obtained from the Exchange. Impact is a reporting issuer in Alberta and British Columbia.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Impact with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether definitive agreements will be executed in respect of the Proposed Transaction, whether the Proposed Transaction and the insiders of the Resulting Issuer will be acceptable to the Exchange, whether the conditions precedent to the Proposed Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction and the conditions precedent to the Proposed Transaction.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Impact’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Impact believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or the conditions precedent to the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; the ability of the parties to complete the Proposed Transaction; and the diversion of management time on the Proposed Transaction and/or the conditions precedent to the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Impact, Jeff Brands and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Impact has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Impact does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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