11197894 Canada Ltd. (IC Group) entered into a letter of intent to acquire Cuspis Capital II Ltd. (TSXV:CCII.P) in a reverse merger transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, acceptance by the TSXV, approval of certain matters by the holders of the Cuspis Shares and other customary conditions including completion of the concurrent financing consisting of a private placement of equity securities for gross proceeds of a minimum of CAD 3,000,000; entry into the definitive agreement on or before March 31, 2024; receipt of all director, shareholder, third party and requisite regulatory approvals (including IC Group shareholder approval) relating to the negotiation and execution of a definitive agreement in respect of the transaction and as may be contemplated by the definitive agreement; preparation and filing of a disclosure document, as required by the TSXV; receipt by the TSXV of a Sponsor Report, if required, satisfactory to the TSXV; and completion of the consolidation. The transaction will be completed no later than April 30, 2024, or such other date as may be mutually agreed to in writing between Cuspis and IC Group.