OjO Electric, LLC entered into a letter agreement to acquire Arcturus Ventures Inc. (TSXV:AZN.H) in a reverse merger transaction on July 9, 2019. OjO Electric, LLC entered into a business combination agreement to acquire Arcturus Ventures Inc. (TSXV:AZN.H) in a reverse merger transaction on October 15, 2019. Following the closing of the transaction, it is anticipated that there will be approximately 65.8 million outstanding shares of combined entity (resulting issuer), with subscription receipt holders holding approximately 13.7% and the existing securityholders of OjO will receive, in aggregate, approximately 37.4 million common shares of the resulting issuer. As part of the business combination, OjO will restructure such that a fourth amended and restated operating agreement (New A&R Operating Agreement) will be executed that provides for the issuance of new common A units, new common A-1 units and new class B units. All currently outstanding class A and C units will convert into 25.97 million new common A units, and all currently outstanding class B units will convert into 3.37 million new class B Units. In addition, 29.36 million new common A-1 units will be issued to a wholly owned US subsidiary of Arcturus. Under the terms of the New A&R Operating Agreement, each holder of the new common A units shall be entitled to redeem their new common A units in exchange for resulting issuer limited voting shares (LVS) on a one for one basis or cash. Each new class B unit, once fully vested, may be converted into new common A units at the option of the holder on or after the date that is one year following the grant of the new class B units, at a predetermined formula not to exceed 2.1 new common A units per new class B unit. On the seventh anniversary of the New A&R Operating Agreement, all remaining new common A units (if any) will be automatically exchanged for LVS on a one-for-one basis (or cash equivalent) and all remaining new class B units will be cancelled.


A newly incorporated special purpose British Columbia corporation (Finco), will complete a brokered private placement financing of 9 million subscription receipts at a price of CAD 0.76 per subscription receipt for aggregate gross proceeds of CAD 6.84 million. Upon closing, resulting issuer will change its name to OjO Electric Corp. and will also change its stock symbol. Immediately following the closing of the transaction, the resulting issuer will have a Board of Directors consisting of seven members, six of whom will be nominated by OjO, with one such nominee being in consultation with Arcturus, and 1 of whom will be nominated by Arcturus. Each of the five members of the current board of directors of OjO – namely, Maxwell Smith (Chief Executive Officer of OjO), Donald Ratner (co-founder and former Chief Executive Officer of OjO), Alan Shapiro (co-founder and former President of OjO), Gerald Jacob, and Roger Goddu – are expected to continue on to serve on the board of directors of the resulting issuer. In addition, the resulting issuer will appoint an experienced management team on closing, led by Maxwell Smith.

The transaction is subject to a number of conditions, including completion of the financing, receipt of applicable third party consents and regulatory approvals, including, TSX Venture Exchange approval, receipt of applicable corporate and securityholder approvals, completion of satisfactory due diligence by OjO on Arcturus and Finco, and the execution of a definitive agreement. The transaction does not need to be approved by Arcturus shareholders. The transaction has been approved by Arcturus Board. The transaction is anticipated to close in September 2019. Computershare Investor Services Inc. acted as transfer agent and registrar of Arcturus.