Swirltex Holdings Corp. entered into a non-binding letter of intent to acquire Meed Growth Corp. (TSXV:MEED.P) from shareholders in a reverse merger transaction.
As a result of the Transaction, the Resulting Issuer will indirectly carry on the business of Swirltex and will change the Resulting Issuer?s name to ?Swirltex Holdings Corp.? or such other name as determined by Swirltex and as may be accepted by the TSXV and any other relevant regulatory authorities. If the Transaction is completed, it is expected that the board of directors of the Resulting Issuer on closing will be comprised of suitable nominees, each of whom will be appointed by Swirltex. At the closing of the Transaction, the current directors of Meed will resign and be replaced by the nominees of Swirltex, in accordance with corporate law and with the approval of the TSXV.
Completion of the Transaction is subject to a number of conditions including, but not limited to: satisfactory completion of due diligence; execution of the Definitive Agreement; completion of the Private Placement for minimum gross proceeds of CAD 4,000,000, or such other amount as the parties may determine; receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV; and preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV. The Transaction would be carried out by parties dealing at arm?s length to one another and therefore would not be considered a ?Non-Arm?s Length Qualifying Transaction? as such term is defined in the CPC Policy. As a result, a special meeting of the shareholders of Meed is not required by the TSXV to approve the Transaction. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required in certain circumstances.