PLAY TIME IS OVER. DO YOU WANT SOME REAL DD AND THE REASON WHY PCT IS ON THE VERGE OF AN EPIC RUN? Enjoy the ride and put your thinking caps on. Here we go:
1. Pay attention not to this board's chatter but the FACTS! Fact number one based on the July 18th 8K. Ontario and PCT are already knee deep in their agreement and have APPARENTLY ALREADY exchanged funds based on the below information. At. 04 cents per share with an option at. 08 cents per share.
Quote: Ontario will enter into a loan agreement with the Registrant (the “Loan Agreement”) pursuant to which Ontario will make a secured loan of US$1,450,000 (the “Loan”) to the Registrant on or before the Closing Date (July 30, 2019). A portion of the Loan amount shall be placed into the trust account of legal counsel to Ontario and directed to fully repay approximately US$750,000 principal amount of convertible debt of the Registrant (the “Convertible Debt”) that is currently outstanding, and the balance shall be used as working capital. The Loan will be convertible, at the option of Ontario, into common shares of the Registrant at US$0.04 per share (36,250,000 common shares). The Loan will automatically convert into common shares of the Registrant at US$0.04 per share upon completion of the Concurrent Placement (as defined below).
US$250,000 of the Loan (the “Escrowed Amount”) shall be placed into trust with legal counsel to Ontario and held in escrow. The Escrowed Amount shall be: (i) released for the benefit of the Registrant and treated as part of the Loan to repay the Convertible Debt; or (ii) returned to Ontario if the Loan is not advanced to the Registrant on or before the Closing Date.
Ontario will enter into an option agreement with the Registrant (the “Option Agreement”) pursuant to which Ontario will be entitled to subscribe for up to US$3,500,000 worth of common shares of the Registrant at a price of US$0.08 per share. The Option Agreement shall have a term of 4 months from the date of the Option Agreement and provide Ontario with a right of first refusal on future share issuances of the Registrant (on financings and acquisition transactions) and a top up right such that Ontario can maintain its shareholding percentage at a minimum of 51% of the common shares of the Registrant on a fully diluted basis through completion of the Proposed Transaction.
The Option Agreement shall specify that upon: (i) conversion of the Loan; and (ii) exercise of the Option Agreement, Ontario will own approximately 51% of the common shares of the Registrant on a fully diluted basis. If Ontario does not own 51% of the outstanding common shares of the Registrant, upon exercise of the Option Agreement, then the Registrant shall issue to and Ontario shall subscribe for, common shares at the nominal price of $0.00001 per share, in order to provide Ontario with enough shares to bring its ownership to 51%.
Concurrent with the completion of the Qualifying Transaction, Ontario and the Registrant will work together to complete a private placement directly into Ontario for gross proceeds of up to C$5,000,000 (the “Concurrent Placement”).
2. Fact number two. BOTH ORGANIZATIONS are continuing Due Diligence according to the below 08/05/2019. What does this tell us? We already know that PCT has penetrated coveted hospitals and are generating revenues. Back on May 15th PCT made a prediction in their 10Q that apparently is coming true based on the interest of other companies to acquire them. What prediction? Look below:
As of August 2, 2019 there were 230,354,095 shares of the Registrant’s common stock issued and outstanding, and 176,553,273 shares of common stock that have been reserved for conversion of additional convertible notes.
Item 8.01 Other Events.
On July 12, 2019, the Registrant entered into a binding letter of intent (the “LOI”) with 2705908 Ontario Inc. (“Ontario”), a recently incorporated Canadian company. Pursuant to the terms of the LOI, the parties agreed to negotiate and enter into a definitive agreement by July 30, 2019 pursuant to which, by way of a loan agreement and option agreement, Ontario would have been entitled to acquire at least 51% control of the Registrant, through the acquisition of common shares in the capital of the Registrant and direct issuance(s) of common shares from the Registrant (the “Proposed Transaction”). The scheduled closing date of July 30, 2019 was very aggressively set due to an effort to repay certain convertible debt before the prepayment dates and the conversion of such debt into shares of common stock. The due diligence of both organizations has taken longer than anticipated. Both companies are negotiating in good faith and on the stated terms with best efforts and an intention of moving forward and closing the transaction as efficiently as possible and have executed an extension of the LOI through August 19, 2019. A copy of the extension is attached as Exhibit 10.1.
Quote: "management believes that the Company expects to be close to profitability by the end of the fourth quarter of 2019".
Now, let's put this into perspective. If PCT were as desperate as some on this board would want us to believe, why would want company even be interested in them? Moreover, why would PCT put out that BOTH ORGANIZATIONS need more Due Diligence when Ontario had enough already invested financially in PCT?
Friends, here is my take: PCT is ready to knock our socks off with an announcement. If you click on my name, you'll see that I don't post much and haven't posted on a compay in a significant amount of time. So why PCT? Because I have done my own DD and, yes, I have spoken to GARY directly.
Here is another perspective: If this deal with Ontario doesn't happen watch out for a MAJOR PR on deals. I too was told that there is ongoing negotiation still happening but was also told the deal could be cemented at any moment over the weekend.
If you think about it, what do we NOT KNOW that would cause PCT to feel the freedom & leverage to do more DD with Ontario after they have committed to investing millions into PCT's operation. Something incredibly big is about to happen!
Pay attention to true DD and you'll benefit big-time in my opinion!!!!!
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