Tevano Payment Systems Inc. entered into a binding letter agreement to acquire RBI Ventures Ltd. (TSXV:RBI.H) in a reverse merger transaction.
The transaction is subject consolidation of common shares of RBI Ventures Ltd. on a 3.5-to-one basis, Tevano Payment Systems Inc. completing a private placement to raise up to CAD 3 million through the issuance of up to 15 million shares at CAD 0.20 per share, Tevano Payment Systems Inc. advancing to RBI Ventures Ltd. a deposit of CAD 0.1 million for it to settle its outstanding liabilities, such that at closing RBI Ventures Ltd. will have no debts, the Board of Directors and senior officers of RBI Ventures Ltd. being replaced with representatives nominated by Tevano Payment Systems Inc., payment of finder's fee, the requisite majorities of the holders of RBI's shares (and the Tevano shareholders, receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the CSE and entering into definitive agreements for the transaction. The change of business and other matters will be subject to shareholders' approval and as such RBI Ventures Ltd. anticipates obtaining written consents from shareholders holding more than 50% of the issued and outstanding shares of RBI Ventures Ltd. or calling a special meeting of its shareholders. Upon raising CAD 3 million, Tevano will advance to RBI a deposit of CAD 0.1 million for it to settle its outstanding liabilities, such that at closing RBI will have no debts, other than up to CAD 25,000 in costs associated with the transaction which Tevano has agreed to pay. The transaction is subject to completion of due diligence investigations as well as various regulatory approvals. As of December 4, 2020, all matters concerning the proposed transaction with Tevano Systems were approved at the RBI Ventures's Annual General Meeting. Accordingly, shareholders also approved the new Board of Directors who will assume their positions upon closing of the transaction, and approved delisting from the TSX Venture Exchange. As of March 2, 2021, upon being voluntarily delisted from the TSX-V, RBI Ventures will implement its change of name to Tevano Systems Holdings Inc. RBI Ventures has received conditional approval to list its common shares on the Canadian Securities Exchange on close of the Transaction and delivery of final documentation to the CSE. As of March 2, 2021, the transaction is expected to close in next few days.
Jeffrey B. Lightfoot of Owen Bird Law Corporation acted as legal advisor, and Computershare Investor Services Inc. acted as transfer agent to RBI Ventures. Alixe Cormick of Venture Law Corporation acted as legal advisor to Tevano Systems.