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Valdy Investments amends QT with INX

2021-11-03 19:02 ET - News Release

Mr. Johnny Ciampi reports

VALDY INVESTMENTS LTD. PROVIDES UPDATE ON PROPOSED TRANSACTION WITH INX LIMITED

Valdy Investments Ltd. has provided an update on the company's previously announced proposed transaction to acquire all of the issued and outstanding securities of INX Ltd. pursuant to the terms of a securities exchange agreement dated March 31, 2021, as amended effective July 23, 2021. The company, INX, PI Financial Corp. and Eight Capital have entered into an amended and restated securities exchange agreement dated as of Nov. 3, 2021, which replaces and supersedes the original securities exchange agreement.

Following entry into the original securities exchange agreement, Valdy engaged with and made submissions to the TSX Venture Exchange with respect to the previously disclosed proposed qualifying transaction with INX. Following discussions with the TSX-V, Valdy will not be able to complete the proposed qualifying transaction on the TSX-V. Accordingly, the company has entered into the amended and restated securities exchange agreement and Valdy has applied to voluntarily delist its common shares from the TSX-V, subject to approval by written consent from the majority of the minority shareholders of Valdy and approval of the TSX-V. Following delisting from the TSX-V, Valdy intends to complete the transaction with INX and apply to list the common shares of the resulting issuer on a recognized exchange (as defined under Canadian securities laws) other than the TSX-V. Valdy has not yet submitted any application for listing to a recognized exchange. Effective on delisting of the Valdy common shares from the TSX-V, Valdy will cease to be a capital pool company, certain escrowed securities held by non-arm's-length parties to Valdy will be cancelled in accordance with TSX-V Policy 2.4 and Valdy's escrow agreement, and any other securities remaining in escrow must be cancelled on the 10th anniversary of the delisting in accordance with the terms of the escrow agreement. Following delisting from the TSX-V, Valdy also intends to seek approval from its shareholders, in accordance with undertakings previously given to securities regulatory authorities, to use the company's funds to pursue a transaction, such as the amended transaction with INX, that is not a qualifying transaction. Once this shareholder approval is obtained and the other conditions for completion of the transaction have been satisfied, Valdy and INX intend to complete the transaction and subsequently complete a listing on the recognized exchange. The deadline for completion of the transaction is Jan. 24, 2022. Upon completion of the transaction, INX will become a wholly owned subsidiary of the company and the combined entity will continue the business of INX. No further approvals or consents are expected to be required from the holders of subscription receipts of INX in connection with the amended and restated securities exchange agreement, application for listing on a recognized exchange or closing of the transaction.

INX's vision is to be the preferred global regulated hub for digital assets on the blockchain, offering technology and related services for both primary and secondary markets. INX's overall mission is to bring communities together and empower them with financial innovation. INX's journey started with its initial public token offering (IPO) of the INX token. INX raised $83-million (U.S.) from the IPO and operates two regulated trading platforms for blockchain assets. INX is shaping the blockchain asset industry through its willingness to work in a regulated environment with oversight from regulators like the SEC (U.S. Securities and Exchange Commission) and FINRA (Financial Industry Regulatory Authority).

The amended and restated securities exchange agreement provides for various amendments to the original securities exchange agreement, including that the common shares of the resulting issuer may be listed on any recognized stock exchange in Canada (other than the TSX-V) as determined by the parties, adjustment to the number of resulting issuer shares that will be held by the current Valdy shareholders to account for the cancellation of certain escrowed stock and that common shares of Valdy shall be delisted from the TSX-V prior to the closing.

A copy of the amended and restated securities exchange agreement has been filed under the company's profile on SEDAR. For information regarding the transaction, please refer to Valdy's news releases dated Feb. 22, 2021, March 31, 2021, May 4, 2021, July 13, 2021, and July 27, 2021.

Valdy also seeks to amend its escrow agreement to provide for the immediate release from escrow of an aggregate of 500,000 shares held by arm's-length members of the pro group (as defined in the policies of the TSX-V) which shares were deposited in escrow on closing of Valdy's IPO in accordance with Policy 2.4 of the TSX-V, which was in effect at that time. The pro group shares were issued at the IPO share price, being 10 cents per share. Pursuant to the new Policy 2.4, which became effective on Jan. 1, 2021, Valdy may amend its escrow agreement to provide for the immediate release of the pro group shares, subject to approval by written consent of a majority of the disinterested shareholders of Valdy and to approval of the TSX-V. If the requisite approvals are obtained, Valdy intends to amend the escrow agreement and arrange for the escrow release of the pro group shares as soon as reasonably practicable and, in any event, no sooner than Nov. 12, 2021, and prior to any delisting of the shares from the TSX-V. If the requisite approvals are not obtained, the then pro group shares will remain in escrow and will be cancelled in accordance with the terms of the escrow agreement on the 10th anniversary of the delisting of the Valdy shares from the TSX-V.

About INX Ltd.

INX provides regulated trading platforms for digital securities and cryptocurrencies. With the combination of traditional markets expertise and a disruptive fintech approach, INX provides state-of-the-art solutions to modern financial problems. INX is led by an experienced and dedicated team of business, finance and technology veterans with the shared vision of redefining the world of capital markets through blockchain technology and an innovative regulatory approach.

About Valdy Investments Ltd.

Valdy is a capital pool company that was incorporated on Aug. 22, 2018, under the BCBCA (British Columbia Business Corporations Act) and is a reporting issuer in the provinces of British Columbia and Alberta.

We seek Safe Harbor.

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