The Board of Kona Bay Technologies Inc. (TSXV:KBY) announced the spin-off of the software businesses on January 12, 2017. Kona Bay Technologies Inc. (TSXV:KBY) entered into an arrangement agreement to spin-off of the software businesses on February 28, 2017. In a related transaction, the Board of Kona Bay Technologies Inc. (TSXV:KBY) announced the spin-off of the online advertising businesses on January 12, 2017. Under the terms of the deal, the business will be spun off into independent publicly traded company. The name of new company will be determined at a later date but herein is referred to as SaaS Co. The shareholders of Kona Bay Technologies Inc. will receive one share of SaaS Co for each share of Kona Bay Technologies Inc. The terms of the existing warrants will be amended to entitle the holder to receive, upon due exercise of the warrants, one share of the Kona Bay Technologies Inc. SaaS Co for each share of Kona Bay Technologies Inc. that the holder was entitled to receive on exercise of the warrants prior to the Arrangement. The terms of the existing debentures will be amended to entitle the holder to receive, upon due conversion of the debentures, one share of SaaS Co for each share of Kona Bay Technologies Inc. that the holder was entitled to receive on conversion of the debentures prior to the Arrangement. Kona Bay Technologies will spin out its software as a service business into Bexar Ventures Inc. The Board of Kona Bay Technologies Inc. has approved the deal. The deal is expected to close in the first half of 2017. As on April 24, 2017, the shareholders of Kona Bay Technologies have unanimously approved the plan of arrangement. As on April 28, 2017, the Supreme Court of British Columbia granted the final order approving the plan of arrangement. As on August 29, 2017, the deal is subject to market conditions and regulatory approvals. Kona Bay Technologies expects the arrangement to close during fiscal 2017-2018.