9486-4410 Quebec Inc entered into a share purchase agreement to acquire Agence L.I.V. Inc. from KDA Group Inc. (TSXV:KDA) for $13.5 million on May 26, 2023. The Sale Price is payable by the payment of $12.29 million at the closing of the transaction, and an escrow amount of $1.21 million for a period of twelve months to secure the adjustments to the Sale Price and the indemnification undertakings set forth in the Share Purchase Agreement.

The transaction is subject to the satisfaction of certain conditions including the approval of the TSX Venture Exchange, the consent of KDA’s creditors, Persistence Capital Partners II, L.P. and Private Debt Partners Senior Opportunities Fund LP, and the consent of KDA’s shareholders. The consent of KDA’s shareholders will be sought at the annual general and special meeting of the Corporation’s shareholders to be held on Tuesday, June 27, 2023. In connection with the transaction, KDA and the Purchaser are arm’s length parties and a finder’s fees totaling $336,000 will be payable to an arm's length party, the whole subject to the closing of the transaction and approval by the TSXV. The proposed transaction is expected to close on or about June 30, 2023. Thibeault Joyal inc acted as legal advisor to KDA Group inc. and Jones Day acted as legal advisor to The Riverside Company.

9486-4410 Quebec Inc completed the acquisition of Agence L.I.V. Inc. from KDA Group Inc. (TSXV:KDA) on June 28, 2023. 9486-4410 Quebec Inc. acquired all the shares of Agence L.I.V. Inc., for an aggregate purchase price of $13.5 million, subject to closing adjustments. On June 5, 2023, KDA has obtained the approval of the TSX Venture Exchange to the transaction. KDA has also obtained the consent and approval of its shareholders to the transaction at the annual general and special meeting of the Corporation’s shareholders held on June 27, 2023. Subsequently, Marc Lemieux was appointed as chairman of the Board of Directors, president and chief executive officer, and Luc Olivier as chief financial officer. Also, the Board of Directors appointed are Patrick Fernet, Michael W. Kinley and Marc Lemieux as members of the Corporation’s audit committee. Lisa Lathrop of Jones Day acted as legal advisor to Clinical Education Alliance in the transaction.