POKO Group Ltd. entered into a letter of intent to acquire Brunswick Resources Inc. (TSXV:BRU.H) in a reverse merger transaction for CAD 6.5 million on November 16, 2020. POKO Group Ltd. entered into a definitive agreement to acquire Brunswick Resources Inc. (TSXV:BRU.H) in a reverse merger transaction for CAD 6.5 million on August 13, 2021. Pursuant to the transaction, 59.090909 million Brunswick Shares will be issued to the Poko Shareholders, at a deemed value of CAD 0.11 per Brunswick share in exchange for all of the issued and outstanding common shares of all classes as at the effective date of the transaction. The transaction is expected to be completed by way of share exchange, but may be completed by way of amalgamation, arrangement, takeover bid, share purchase, or another structure acceptable to Brunswick and Poko. Prior to the closing of the transaction, Brunswick proposes to complete: (i) a bridge financing of up to CAD 0.15 million (the “Bridge Financing”); and (ii) a concurrent financing of a minimum of CAD 0.65 million (the “Concurrent Financing”). The bridge financing will involve the issuance of Brunswick Share at a price of CAD 0.095 (CAD 0.019 prior to the consolidation). The final terms of the concurrent financing will be determined in the context of the market but will involve the issuance of Brunswick Share at a price of CAD 0.11. As of December 14, 2020, Brunswick Resources closed the bridge financing which consists of the issuance of 7,262,844 common shares in the capital of Brunswick at a price of CAD 0.019 per share for aggregate gross proceeds of CAD 0.14 million. The entity resulting from the transaction will continue to carry on the business of Poko. The common shares of Brunswick have been halted effective immediately and are not expected to recommence trading on the NEX prior to the closing of the transaction. Prior to the closing, Brunswick Resources will change its corporate name to “Poko Group Inc.” or such other name as may be determined by the Board of Directors and it is expected that Brunswick will be continued under the Canada Business Corporations Act. Following completion of the transaction, the Board of Directors and management of the resulting issuer will be replaced with nominees of Poko. It is contemplated that the Board of Directors of the resulting issuer will be reconstituted to be comprised of a minimum of three and a maximum of seven members, to be nominated by Poko, and that have requisite industry, financing, accounting and public Corporation experience. The composition of the Board and the executive management is expected to include David Hughes, Chairman and Chief Executive Officer, Justine O'Hanlon, Chief Operating Officer, Senan Sexton, Chief Financial Officer, Michael Porter as Chairman of Board, John O’Callaghan, Alex Leigh, Tim Henley and Simon Painter as Directors. Completion of the transaction is subject to the satisfaction of customary closing conditions, including, the satisfactory completion of due diligence by each of Brunswick and Poko, receipt of all required approvals and consents relating to the transaction, including without limitation all approvals of the shareholders of Brunswick and Poko required by the TSXV, CSE, and under applicable corporate or securities laws, the TSXV’s approval for delisting of the Brunswick, and the CSE’s approval for listing the resulting issuer; completion of the Concurrent Financing, all of the principals of Poko are acceptable to regulators, including the Exchange and completion by Brunswick of the private placements for minimum aggregate gross proceeds of CAD 0.75 million. As a condition to the transaction, Brunswick will effect a consolidation of its issued and outstanding common shares on the basis of one new common share for every five common shares of Brunswick issued and outstanding on the effective date of the consolidation and creditors of Brunswick will convert CAD 0.17 million of indebtedness (inclusive of interest) into an aggregate of 1.545455 million Brunswick Shares at a deemed issue price of CAD 0.11 per Brunswick Share. As of December 14, 2020, Brunswick Resources received the TSX Venture Exchange conditional acceptance. The transaction is expected to be completed in first quarter of 2021. As per attest update, closing is expected to occur on or about August 13, 2021. Maxime Lemieux of McMillan LLP acted as legal advisor for Brunswick Resources.