Pursuant to the Acquisition Agreement, the acquisition of Benveo (the "Acquisition") will be satisfied through a cash payments from CHS to Benveo, with the aggregate amount of the cash payments being subject to certain adjustments (e.g., working capital adjustments) and revenue milestones being reached by Benveo. In addition, CHS may issue to Benveo up to
Assuming the issuance of the Common Shares in connection with the Acquisition, such issuance would not result in the creation of a new Insider (as such term is defined under the Corporate Finance Manual of the
CHS expects that the Acquisition will meet the criteria of an "Expedited Acquisition" pursuant to Policy 5.3 – Acquisitions and Disposition of Non-Cash Assets ("Policy 5.3") of the Corporate Finance Manual of the TSXV, and approval of the Acquisition as an Expedited Acquisition is subject to the approval of the TSXV.
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FORWARD-LOOKING INFORMATION:
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Examples of forward-looking statements in this news release include the: (i) closing of the Acquisition as an Expedited Transaction, (ii) the receipt of the necessary regulatory approvals from the TSXV, and (iii) the consideration payment with respect to the Acquisition upon the achievement of certain revenue milestones and subject to any necessary adjustments. These forward-looking statements are based on assumptions as of the date they are provided, including assumptions that the transaction will be consummated, that the conditions of the Acquisition Agreement will be satisfied, that necessary regulatory approval will be obtained, the execution of CHS's management strategy, the integration of Beneveo with CHS, and that the business strategy of Beneveo will be executed. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: that regulatory approval, including that of the TSXV, is not obtained; that the closing conditions for completion of the Acquisition are not satisfied; general economic, market and business conditions in
Neither the
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