Mr. Glen Macdonald reports
GAR LIMITED ANNOUNCES DEFINITIVE AGREEMENT FOR THE ACQUISITION
OF NETCOINS INC. AND NON-BROKERED PRIVATE PLACEMENT FOR UP TO $8,050,000
GAR Ltd. has entered into a share exchange agreement dated Nov. 16, 2017, with Netcoins Inc., a private British Columbia company, and the securityholders of Netcoins, pursuant to which the company will acquire all of the issued and outstanding securities of Netcoins. The transaction is expected to constitute a fundamental change for the company pursuant to the policies of the Canadian Securities Exchange.
In consideration for the transaction, and on closing thereof, the company will pay in cash an aggregate of $4-million and anticipates issuing an aggregate of up to 52,857,142 common shares in the capital of GAR to the holders of Netcoins securities at a deemed price of 35 cents per payment share. The total number of payment shares includes the issuance of payment shares in exchange for dilutive securities of Netcoins which are expected to be exercised prior to closing.
At closing, all outstanding unexercised warrants to acquire Netcoins common shares pursuant to outstanding Netcoins warrants will be cancelled. In consideration for such disposition, the holders of Netcoins warrants will receive the right to acquire one common share in the capital of GAR. The exercise price under each replacement warrant will be equal to the exercise price at the time of closing under the particular Netcoins warrant that was cancelled in consideration for such replacement warrant.
The payment shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the CSE.
In connection with the transaction, the company will also issue five million common shares to an arm's-length third party at a deemed price of 35 cents per common share as a finder's fee.
Closing of the transaction remains subject to certain closing conditions, including obtaining all necessary approvals, including approval of the CSE and, if applicable, shareholders of the company. There can be no assurance that the transaction will be completed as proposed or at all. It is expected that trading in the company's securities will remain halted pending completion of the transaction.
The company is also pleased to announce that it intends to complete a non-brokered private placement offering of up to 23 million common shares at a price of 35 cents per share for gross proceeds of up to $8.05-million.
Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE.
All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. In addition, the shares will be subject to a 12-month hold period and will be released for resale in accordance with the following schedule: 50 per cent released six months from closing of the offering and the remaining 50 per cent released 12 months from closing of the offering.
The offering is not subject to a minimum aggregate amount of subscriptions. A finder's fee may be paid to eligible arm's-length finders in accordance with CSE policies.
The net proceeds from the offering will be used to finance the transaction and to provide working capital to the resulting issuer.
About Netcoins Inc.
Netcoins was incorporated on July 8, 2014, in British Columbia. Netcoins has, since incorporation, been in the business of developing software to better facilitate the purchase and sale of bitcoin for end-users.
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