The TSX Venture Exchange has accepted for filing documentation pertaining to the asset purchase and sale agreement dated July 11, 2019, between the company and Hardie & Kelly Inc., court-appointed receiver and receiver and manager of Clarocity Corp., and assignment of debt and security dated July 11, 2019, among the company, Computershare Trust Company of Canada and StableView Asset Management Inc., whereby the company has agreed to acquire all assets and shares of Clarocity Inc. (the target), subsidiary of the Clarocity. The company has obtained written consents to the acquisition of the target from shareholders holding greater than 50 per cent of the issued and outstanding common shares.

Under the terms of the purchase agreement and the assignment agreement, the company has agreed to acquire the target for the following consideration: (i) issuance of 23 million common shares of the company; (ii) issuance of 14 million warrants with a term of three years and five million warrants with a term of 18 months to purchase common shares of the company, each exercisable into one common share of the company (10 million of the warrants with a term of three years shall have an exercise price of 20 cents per share, four million of the warrants with a term of three years shall have an exercise price of 30 cents per share and five million of the warrants with the term of 18 months shall have an exercise price of 25 cents per share); (iii) issuance of convertible debentures in an aggregate principal amount of $8.7-million, with a three-year term until maturity (with an option to extend for another year for a total term of four years) and a conversion price of 30 cents per share, which can be repaid, at the election of the company and subject to prior exchange approval, in either cash or common shares of the company; (iv) the release and extinguishment of all debt that was assigned to the company under the assignment agreement and the existing promissory note in favour of the company from Clarocity.

For more information, refer to the company's news releases dated Nov. 16, 2018, April 2, 2019, June 13, 2019, July 12, 2019, and July 18, 2019.