09:08:35 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



OV2 Investment 1 Inc
Symbol OVO
Shares Issued 10,000,000
Close 2017-11-17 C$ 0.40
Market Cap C$ 4,000,000
Recent Sedar Documents

OV2 Investment to merge with Ledger Group as QT

2017-11-20 17:17 ET - News Release

Mr. Adam Adamou reports

OVO.P WILL COMBINE WITH THE LEDGER GROUP TO BUILD A BALANCED PORTFOLIO OF BLOCKCHAIN TECHNOLOGY INVESTMENTS AND CRYPTOCURRENCIES

OV2 Investment 1 Inc. has entered into a non-binding letter of intent dated Nov. 20, 2017, with The Ledger Group Inc. to combine business operations. The proposed combination will result in a reverse takeover of the company by The Ledger Group and its shareholders. The company will change its name to The Ledger Group Inc. as a result of this transaction.

OV2 Investment is a capital pool company (CPC) and intends the transaction to constitute its qualifying transaction under the policies of the TSX Venture Exchange. The transaction will not be an arm's-length transaction as The Ledger Group is controlled by the founders of OV2 Investment. As such, a majority of the arm's-length shareholders of the company will be required to vote in favour of the transaction.

The transaction

Under the letter of intent, The Ledger Group and the company will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction. The final structure of the transaction is subject to receipt of tax, corporate and securities law advice for both The Ledger Group and the company. The Ledger Group, as resulting issuer from the transaction, will be an investment issuer within the meaning of the policies of the exchange.

Under the transaction, the holders of the issued and outstanding common shares of The Ledger Group will receive, for each of The Ledger Group common shares held, securities of the issuer resulting from the transaction determined by dividing the price for The Ledger Group common shares immediately prior to the effective date of the transaction by the deemed price per common share of OV2 Investment, which will be equal to 40 cents.

OV2 Investment's shares have been halted from trading as a result of the announcement of the transaction. OV2 Investment expects that trading in its common shares will remain halted pending closing of the qualifying transaction. The common shares of OV2 Investment may trade sooner, only upon exchange approval and the filing of required materials with the exchange as contemplated by exchange policy. Sponsorship of a qualifying transaction of a CPC is also required by the exchange unless exempt in accordance with exchange policies or waived by the exchange. The transaction may require sponsorship, and while OV2 Investment intends to request that this requirement be waived, it plans to provide a news release update should a sponsor be retained.

Completion of the transaction is subject to a number of other conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained and all other conditions of the transaction have been satisfied or waived. There can be no assurance that the 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.

Private placement financings for The Ledger Group

The Ledger Group intends to close an initial private placement of up to $2-million in Ledger Group common shares, followed by a second financing set to close contemporaneous with the closing of the qualifying transaction, the price, size and terms of which will be priced in accordance with the market at the time. The Ledger Group common shares issued under the private placements will automatically convert into common shares of OV2 Investment in connection with the closing of the transaction, subject to adjustment in accordance with the exchange ratio.

About The Ledger Group Inc.

The Ledger Group was incorporated under the laws of Canada in November, 2017, by the founders and promoters of OV2 Investment. It currently has nominal assets. The Ledger Group proposes to engage in the business of building and managing a balanced portfolio of blockchain-enabled companies, tokens and cryptocurrencies. The Ledger Group will: (i) invest in early-stage and emerging blockchain issuers; (ii) invest in blockchain companies in support of a blockchain ecosystem; and (iii) hold a portfolio of cash, cryptocurrencies and tokens.

A comprehensive press release will be issued by OV2 Investment when a definitive agreement is finalized with The Ledger Group.

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