Friday, October 19, 2018 1:43:57 PM
The performance warrants with respect to the successful acquisition of Penta 5 are as follows.
Under the terms of the LOI, the Company would acquire the Penta 5 Group and all of its assets and liabilities (including approximately US $3 million in long-term debt) by way of share exchange, whereby PreveCeutical would acquire all of the issued and outstanding equity securities of the Penta 5 Group (the “Penta 5 Securities”). The Penta 5 Securities would be exchanged for 90 million common shares in the capital of the Company and 45 million non-transferable performance warrants, each of which performance warrants would be exercisable to acquire one common share of PreveCeutical at the exercise price of $0.135 per share for 36 months from the closing of the Transaction. The performance warrants would vest in three equal tranches over a 24 month period upon the occurrence of certain milestones commencing 12 months from the closing of the Transaction. At closing, the former Penta 5 Group shareholders would hold approximately 18.7% of the Company’s issued and outstanding voting securities on a non-diluted basis (approximately 25.7% on a partially-diluted basis). A 5% finder’s fee is payable by the Company to an arm’s length party in connection with the Transaction on the aggregate value of the Transaction (excluding the 45 million performance warrants).
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