Peninsula Capital Corp. entered into a letter of intent to acquire Cuspis Capital II Ltd. (TSXV:CCII.P) in a reverse merger transaction.
The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the Definitive Agreement) to be negotiated between the parties. It is currently anticipated that, immediately prior to the completion of the Transaction, Cuspis will effect a share consolidation (the Consolidation) on a basis to be determined. The LOI contemplates that as a condition of closing, Peninsula will complete a private placement of equity securities for gross proceeds of a minimum of CAD 20 million (the Concurrent Financing). 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; entry into the Definitive Agreement on or before July 31, 2022; receipt of all director, shareholder, third party and requisite regulatory approvals (including Peninsula 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; completion of the Consolidation and other closing condition. The LOI contemplates that the Transaction will be completed no later than December 1, 2022, or such other date as may be mutually agreed to in writing between Cuspis and Peninsula. As on December 15, 2022, Cuspis Capital II announces an amendment of LOI to extend the deadline for completion of the transaction to June 30, 2023.