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Abstract
The Company intends to change its name to that of ICP and assume and execute ICP's renewable energy business plan as its sole business. Subject to completion of all required regulatory filings, the Company also intends to take such steps as may be necessary, to appoint the senior management of ICP to the board of the Company, led by Founder CEO and Chairman Sass M. Peress, and Arlene Ades, Executive VP - Business Development. "The successful completion of the merger and our financing represents a significant step in positioning the Company for future growth," said Mr. Sass M. Peress, Chairman & CEO of ICP. "Substantial investments from premier institutional investors in our private placement have given us access to both capital and strategic introductions that will significantly benefit the Company moving forward. The public listing provides the proper venue for attaining a higher level of corporate visibility and allows investors to better assess ICP's value in relation to its publicly-traded peers."
Pursuant to the terms of the acquisition, in consideration for all of the outstanding shares of ICP: (i) Exchangeco issued 20,000,000 of its Class A exchangeable shares to the stockholders of ICP, with each exchangeable share being exchangeable into a corresponding share of the Company's common stock on the terms and subject to the conditions set out in the Share Purchase Agreement; (ii) the principal shareholders of the Company caused 4,222,750 of their shares to be cancelled and transferred 20,000,000 of their shares to a trustee nominated by the ICP stockholders to be cancelled as each exchangeable share is exchanged for a share of the Company's common stock by the ICP stockholders; and (iii) the Company completed a private placement financing for gross proceeds of $5,000,000 pursuant to which the Company issued 5,000,000 share purchase warrants exerciseable at a price of $1.00 per share for a period of 18 months following the closing of the private placement.