Just the facts folks!!!
On April 25, 2017, Mantra Venture Group Ltd. (the “ Company ”) entered into and closed on an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with InterCloud Systems, Inc. (“ InterCloud ”), a Delaware corporation. Pursuant to the terms the Asset Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase (the “ Asset Sale ”), 80.1% of the assets associated with InterCloud’s “AW Solutions” business (the “ Business ”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “ Assets ”). The Business provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry.
The purchase price paid by the Company for the Assets includes the assumption of certain liabilities and contracts associated with the Business, the issuance to InterCloud of a convertible promissory note in the aggregate principal amount of $2,000,000 (the “ Unsecured Note ”) , and a potential earn-out after six months in an amount equal to the lesser of (i) three times EBITDA (as defined in the Asset Purchase Agreement) of the Business for the six-month period immediately following the closing and (ii) $1,500,000. In addition, the Asset Purchase Agreement contains a working capital adjustment.
The interest on the outstanding principal due under the Unsecured Note accrues at a rate of 8% per annum. All principal and accrued interest under the Unsecured Note is due one year following the issue date of the Unsecured Note, and is convertible into shares of common stock, par value $0.00001 (the “ Common Stock ”), at a conversion price equal to 75% of the lowest volume-weighted average price during the 15 trading days immediately preceding the date of conversion. The Unsecured Note includes customary events of default, including non-payment of the principal or accrued interest due on the Unsecured Note. Upon an event of default, all obligations under the Unsecured Note will become immediately due and payable and the Company will be required to make certain payments to InterCloud.
If the stock price is .10/share for 15 days before the bill comes due, MVTG can pay off the purchase with just 20.8 million shares. That is nothing with the current OS at 275 Mil shares, and the three MVTG CEO's owning 51% of those shares. How many shares has Plugger issued and R/S split already as they rained financial death on stock holders???
AI
