INEO Solutions Inc signed a letter of intent to acquire Metron Capital Corp. (TSXV:MCN) in a reverse merger transaction on September 19, 2019. As of November 1, 2019, INEO Solutions Inc entered into a share exchange agreement to acquire Metron Capital Corp. (TSXV:MCN) in a reverse merger transaction. In exchange for all of the outstanding securities of INEO, Metron will issue to the existing INEO shareholders 19.63 million post-consolidation shares and options to purchase an additional 175,830 post-consolidation shares at CAD 0.0888 per post-consolidation share. On completion of the transaction, the former Metron shareholders will hold approximately 31% of the outstanding shares of the resulting issuer, the former INEO shareholders will hold approximately 47% of the outstanding shares of the resulting issuer, and the purchasers of subscription receipts will hold approximately 22% of the outstanding shares of the resulting issuer, on a non-diluted basis. The resulting issuer is not expected to have any dilutive securities outstanding other than stock options pursuant to a standard 10% rolling option plan. Metron will complete a consolidation of its outstanding common shares to reduce its number of outstanding common shares from 20.73 million pre-consolidation shares to 12.8 million post-consolidation shares (an exchange ratio of approximately 1.6191 pre-consolidation share to 1 post-consolidation share).

Prior to or concurrent with the closing of the transaction, INEO shall complete a private placement of subscription receipts at a price of CAD 0.35 per subscription receipt for a minimum amount of aggregate gross proceeds of CAD 3 million, with each subscription receipts exchangeable for no additional consideration to acquire one post-consolidation share in the capital of the resulting issuer. The proceeds from the financing shall be used to fund the costs of the transaction and to payout the outstanding balance owed on a credit facility, which had an outstanding balance of CAD 0.15 million as of August 1, 2019. The remaining funds shall be used for working capital purposes, funding the manufacturing and installation of additional INEO Retail Welcoming Systems, expanding the Company's sales and marketing activities, and for general and administrative expenses for the advancement of the business. Upon completion of the transaction, INEO will become a wholly-owned subsidiary of Metron and the Metron will carry on the business previously carried on by INEO. The resulting issuer will be expected to be classified as a technology company; final industry classification remains subject to TSX-Venture approval. Prior to the closing, Metron will change its name to "INEO Solutions Inc."

The Board of the resulting issuer will consist of three nominees of the management of INEO and two nominees of the management of Metron as constituted prior to the transaction. The Chief Executive Officer of the resulting issuer will be Kyle Hall and the President of the resulting issuer shall be Greg Watkin. The third director officer nominated by INEO is yet to be determined. On behalf of Metron Capital Corp the two nominee Directors will be Gurminder Sangha and James Talyor. Metron will not be suspended from trading on completion of the transaction and there is no requirement to obtain shareholder approval of the transaction.

The completion of the transaction is subject to conditions, including but not limited to the execution of a definitive agreement, mutual due diligence of the parties, and the approval of all regulatory bodies having jurisdiction in connection with the transaction including the TSX Venture Exchange. The transaction is also subject to certain conditions, including but not limited to, completion of the concurrent financing, name change and consolidation, employment agreements being entered into with key members of management, third party approvals, and shares of the Metron to be issued in connection with the acquisition having been conditionally approved for listing on the exchange. The letter of intent has been approved by the Board of Directors of both INEO and Metron Capital. The acquisition has been approved by all of the shareholders of INEO, by such shareholders entering into the acquisition agreement. The exchange has conditionally accepted the acquisition subject to the issuer fulfilling all of the requirements of the exchange on or before April 16, 2020.

Computershare Trust Company of Canada acted as transfer agent to Metron. Peter M. Roth of Farris LLP acted as legal advisor to Metron Capital and Cory Kent of McMillan LLP acted as legal advisor to INEO.

INEO Solutions Inc completed the acquisition of Metron Capital Corp. (TSXV:MCN) in a reverse merger transaction on January 24, 2020. The new combined company will be known as INEO Tech Corp. and will recommence trading on the TSX Venture Exchange under the symbol “INEO”, at the open of market on January 29, 2020.