Element ASA (OB:ELE) entered into a letter of intent to acquire Harmonychain As from Prozium As, ØKonomringen As, Delta Invest AS, Infigent As, Blipit As and others for approximately NOK 220 million on December 3, 2020. Under the term, Element will issue 51 million new shares and 10 million warrants as consideration for 561 million shares of Harmonychain. Post completion, Harmonychain will not have any external interest bearing debt. The new board of directors will be Thomas Christensen, Viggo Leisner, Kari Mette Toverud, Bjørn Zachrisson and the new management team will include Ola Stene-Johanse, Christian Rustad and Ben Miklozek. The transaction is subject to completion of a due diligence of Harmonychain with outcome to the satisfaction of Element, successful negotiation and signing of the agreement and approval of the agreement by the Harmonychain shareholders representing at least 95% of the Harmonychain shares and the board of directors of Element, approval of the acquisition, including the issuance of the consideration shares and warrants to be issued to the sellers by an extraordinary general meeting in Element, and Element receiving applications for minimum 8.75 million new shares in Element, raising gross proceeds of minimum NOK 35 million. The LoI further provides certain other customary terms and conditions including, exclusivity undertaking on Element and Harmonychain until December 31, 2020, the agreement shall include customary terms and conditions, including conditions to closing, pre- and post-closing covenants and representations and warranties, and that 95% of the Consideration Shares held by the executives of Harmonychain and Økonomringen AS shall be subject to lock up undertaking (1/3 of such shares will be released after 6 months, 1/3 will released after 9 months and the last 1/3 after 12 months after closing. The agreement is expected to signed in December 2020. The EGM of Element expected to take place on January 18, 2021. ProCorp ASA acted as a financial advisor and Advokatfirmaet CLP acted as a legal advisor to Element.