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Tevano Systems Holdings Inc
Symbol TEVO
Shares Issued 76,207,478
Close 2021-12-14 C$ 0.12
Recent Sedar Documents

Tevano to acquire Illuria for 10 million shares

2021-12-15 17:57 ET - News Release

Mr. David Bajwa reports

TEVANO SYSTEMS HOLDING INC. EXPANDS INTO CYBER DECEPTION NETWORK PROTECTION WITH PROPOSED ACQUISITION OF ILLURIA SECURITY, INC.

Tevano Systems Holdings Inc., further to its news release dated Aug. 12, 2021, has executed an agreement and plan of merger by and between the company, Illuria Security Inc. and TSH (Delaware) Corp. (Subco), a wholly owned subsidiary of the company, whereby the company will acquire 100 per cent of the issued and outstanding securities of Illuria.

The transaction will be an arm's-length transaction as defined by Policy 1.1 of the Canadian Securities Exchange. No director, officer or majority shareholder of the company has any direct or indirect interest or other relationship in Illuria. No new control person will be created as a result of the transaction, and the company believes the transaction will not be considered a fundamental change or change of business as defined by the policies of the exchange.

Terms of transaction

Pursuant to the terms of the merger agreement, the parties will complete a business combination, which will be structured as a reverse triangular merger involving the company, Subco and Illuria, pursuant to which Subco will be merged with and into Illuria, the separate corporate existence of Subco will cease, and Illuria will continue as the surviving company under the laws of the State of Delaware and as a wholly owned subsidiary of the company. Pursuant to the merger agreement, the existing security holders of Illuria will receive 10 million common shares of the company in exchange for their common shares of Illuria. The transaction shares are being issued at a deemed value of 10.5 cents per share.

The transaction will be an arm's-length transaction. No director, officer or majority shareholder of the company has any direct or indirect interest or other relationship in Illuria.

The transaction shares will be subject to a three-year voluntary pooling agreement and any resale restrictions as may be required by applicable securities laws and the policies of the exchange.

In connection with the transaction, the company has agreed to pay a finder's fee to two finders consisting of one million common shares of the company. The finders' shares will be subject to a four-month hold period from the date of issuance.

Completion of the merger is subject to a number of conditions, including, but not limited to, approval of the exchange, and shareholder approval if required pursuant to policies of the exchange, securities regulatory or corporate law requirements. There can be no assurance that the merger will be completed as proposed or at all.

Proposed directors of Tevano posttransaction

As part of the transaction, on closing, the company agreed to add Chris Kiloyan (a nominee of Illuria) to its board of directors. Mr. Kiloyan's appointment is subject to him being cleared by the exchange as suitable for a public company board in Canada.

Mr. Kiloyan is a co-founder and president of Illuria, and has over five years of experience in information security and computer networks. Mr. Kiloyan has received his bachelor of science in computer science from the American University of Armenia, where he successfully defended his thesis on deception technology. His university thesis led to the creation of Illuria and is the pillar of its technology. He started working as an offensive security engineer, security consultant and information security officer for numerous multinational development companies, managing the security of their infrastructure and their clients. Mr. Kiloyan was most recently a senior product security engineer for a fast-growing start-up, Krisp. He has extensive experience in architecting and strategizing security solutions -- both offensive and defensive -- in the cloud and on-premises environments. Working closely with managers and directors, Mr. Kiloyan integrates cybersecurity with business strategy to build trust and create value to achieve business continuity and resilience.

About Illuria Security Inc.

Illuria is a U.S. software corporation the technology of which involves active cyberdeception to protect critical network systems of enterprise systems of all sizes. Using custom software decoys and lures, Illuria's software seeks to solve the challenge of cyberattacks by detecting threats, systematically deceiving attackers and actively deterring future attacks. Illuria believes that, to be effective, security software must always be one step ahead of the attackers.

About Tevano Systems Holdings Inc.

Tevano is a hardware and software business solutions company. Its initial product, Health Shield, is an innovative aritifical-intelligence-driven electronic device which provides instant body temperature scanning and notifies users if they need to wear a face mask. Health Shield devices can be placed at all entrances where patrons and/or employees gain access to buildings. The Health Shield device is supported by a cloud software solution that can manage multiple devices, and provide detailed reporting and analysis.

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