Sale of the Operating Assets of VirtualArmour International Inc. and related subsidiaries to Evergreen Services Group Centennial, Colorado (June 24, 2021) VirtualArmour International Inc. (CSE: VAI; OTCQB:VTLR) (“VirtualArmour”) announces today that it has signed an Asset Purchase Agreement (the “Asset Purchase Agreement”) for the sale of substantially all the operating assets (including the company name) and certain operating liabilities to Evergreen Services Group (the “Asset Sale Transaction”). Evergreen Services Group is a private equity backed holding company of a consortium of leading managed IT services companies. This Asset Sale Transaction has been approved by VirtualArmour shareholders holding a majority of the shares of common stock of VirtualArmour and VirtualArmourBoard of Directors. The operations of VirtualArmour will continue as part of Evergreen Services Group and VirtualArmour’s leadership team, including CEO Russ Armbrust, have accepted positions with Evergreen, effective as of closing. The sale price is US$12,250,000 subject to adjustment for closing net working capital and less payment of taxes, debt, transaction expenses and other adjustments. VirtualArmour intends to distribute the net proceeds to shareholders of VirtualArmour approximately 90-120 days after closing. The disbursing agent will be Computershare Investor Services Inc. Currently, VirtualArmour has 106,533,822 shares of common stock issued and outstanding. Closing of the Asset Sale Transaction is subject to customary closing conditions. VirtualArmour CEO Russ Armbrust commented “As part of Evergreen, we will continue providing great service to our customers while we expand our capabilities in furtherance of our mission to be the industry’s leading provider of managed security services.” “We are excited to expand our cybersecurity capabilities through the acquisition of the assets of VirtualArmour”, added Jeff Totten, Evergreen’s CEO.
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