Kobo Resources Inc. Completes Reverse Takeover
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MONTREAL--(BUSINESS WIRE)--Kobo Resources Inc. (formerly Meteorite Capital Inc.) (the “Corporation”) today announces that it has completed its previously-announced reverse takeover (the “Qualifying Transaction”). The Corporation has changed its name to “Kobo Resources Inc.”, and, subject to final TSX Venture Exchange (“TSXV”) approval, trading in the common shares of the Corporation is expected to commence on the TSXV on or about March 31, 2023 under the symbol “KRI”.
In connection with the Qualifying Transaction, the Corporation acquired all of the issued and outstanding securities of Boko Resources Inc. (formerly kn as Kobo Resources Inc.) (“Boko”) pursuant to a three-cornered amalgamation whereby (i) Boko amalgamated with a wholly-owned subsidiary of the Corporation; and (ii) the Corporation issued one Corporation Share (as defined below) to former Boko’s shareholders in exchange for every one common share of Boko (the “Boko Shares”) so acquired (the “Amalgamation”).
For further information on the Qualifying Transaction, please refer to the filing statement of the Corporation dated March 22, 2023 (the “Filing Statement”) filed under the Corporation’s profile on SEDAR at www.sedar.com.
On February 24, 2023, the Corporation and Boko completed the previously-announced private placement (the “Concurrent Financing”) by way of the issuance of subscription receipts (as applicable, the “Boko Subscription Receipts” and the “Corporation Subscription Receipts”, and collectively, the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt, raising gross proceeds of $4,676,400.
Following the completion of the Amalgamation, in each case on a non-diluted and post- Consolidation (as defined below) basis:
- the former shareholders of Boko hold 56,809,749 common shares of the Corporation (the “Corporation Shares”), representing approximately 73.85% of all issued and outstanding Corporation Shares;
- the shareholders of the Corporation immediately prior to the Amalgamation hold 1,413,000 Corporation Shares, representing approximately 1.84% of all issued and outstanding Corporation Shares;
- and 18,705,600 Corporation Shares were issued to participants in the Concurrent Financing, representing approximately 24.32% of all issued and outstanding Corporation Shares.
The proceeds of the Concurrent Financing had been placed into escrow pending closing of the Qualifying Transaction. Upon satisfaction of specified escrow release conditions, which included, among other things, the completion or waiver of all conditions precedent to the Qualifying Transaction, each Subscription Receipt was automatically converted into one Boko Share (which, upon the closing of the Qualifying Transaction, converted into one Corporation Shares) or one Corporation Share, as applicable, and one-half of one Boko Share purchase warrant or one-half of one Corporation Share, as applicable, with each whole warrant entitling the holder thereof to acquire one Boko Share or one Corporation Share, as applicable, for a period of 24 months the date of issuance, subject to accelerated time of expiry, at an exercise price of $0.40 per Boko Share (which converted into one warrant to purchase Corporation Shares at a price of $0.40 per Corporation Share following the completion of the Qualifying Transaction) or per Corporation Share, as applicable (the “Corporation Warrants”).
In consideration for the services of Leede Jones Gable Inc., as agent (the “Agent”), with respect to the brokered offering of Subscription Receipts for gross proceeds of $4,621,400 (the “Brokered Financing”), Boko and the Corporation have paid to the Agent a cash commission of $151,028.00, equal to 6% of the gross proceeds raised under the Brokered Financing (other than proceeds originating subscriptions Boko and the Corporation’s president’s list of subscribers (the “President’s List”), on which the agent’s commission is 2% of the gross proceeds the President’s List), as well as Agent Unit Warrants (as defined below) equal to 6% of the number of Subscription Receipts pursuant to the Brokered Financing (excluding President’s List subscriptions). “Agent Unit Warrants” means (i) the 595,528 Agent’s warrants issuable in connection with the issuance of the Boko Subscription Receipts, each exercisable to acquire one unit of the Corporation (a “Unit”) at a price of $0.25 per Unit for a period of 24 months following March 29, 2023, each Unit being comprised of one Corporation Share and one half of one Corporation Warrant, and (ii) the 125,784 Agent’s warrants issuable in connection with the issuance of the Corporation Subscription Receipts, each exercisable to acquire one Unit of the Corporation at a price of $0.25 per Unit for a period of 24 months following March 29, 2023, each Unit being comprised of one Corporation Share and one half of one Corporation Warrant.
Name Change and Share Consolidation
Immediately before the completion of the Amalgamation, the Corporation changed its name to “Kobo Resources Inc.” and completed a share consolidation on the basis of one (1) post- Consolidation Corporation Share for every five (5) pre-Consolidation Corporation Share held (the “Consolidation”). An aggregate of 56,809,749 Corporation Shares (post-Consolidation) were issued as consideration for 56,809,749 common shares of Boko. Upon the completion of the Amalgamation, Consolidation and Concurrent Financing, there are 76,928,349 Corporation Shares issued and outstanding.
The registered and head office of the Corporation are located at 388 Grande-Allée Est, Suite 101, Québec, Québec, G1R 2J4.
Pursuant to the policies of the TSXV, Corporation Shares received by certain shareholders (the “Escrow Shares”) who: (i) are “Principals” of the Corporation; (ii) will hold Corporation Shares considered to be “value escrow securities” by the policies of the TSXV; or (iii) are other parties, identified by the TSXV, are subject to escrow conditions prescribed by the TSXV pursuant to the terms of an agreement entered into among the Corporation, the holders of Escrow Shares and TSX Trust Company, as escrow agent (the “QT Escrow Agreement”).
Upon completion of the Amalgamation and the Consolidation, an additional 9,833,333 Corporation Shares are subject to value escrow pursuant to the policies of the TSXV. Pursuant to the QT Escrow Agreement, 10% of such escrowed securities will be released at the time of issuance of the TSXV’s final bulletin relating to the Qualifying Transaction, and the balance will be released in tranches over the next 36 months.
Board of Directors and Management
As approved by the shareholders of the Corporation at the special meeting of shareholders held on February 7, 2023 (the “Meeting”), following the completion of the Qualifying Transaction, the board of directors of the Corporation is comprised of Edouard Gosselin, Paul Sarjeant, Frank Ricciuti, Patrick Gagnon, Jeff Hussey and Charles R. Spector. Edouard Gosselin will serve as the Corporation’s Chief Executive Officer and Corporate Secretary, Paul Sarjeant will serve as President and Chief Operating Officer and Gilles Couture will serve as Chief Financial Officer. Detailed profiles of the individuals that have been appointed officers and directors of the Corporation are included in the Filing Statement.
Appointment of Auditors
Concurrent with the closing of the Qualifying Transaction, BDO Canada LLP are expected to be appointed auditors of the Corporation.
Adoption of amendments to the Stock Option Plan
At the Meeting, shareholders of the Corporation approved a stock option plan to be put into effect as the stock option plan of the Corporation following closing of the Qualifying Transaction (the “Stock Option Plan”). The Stock Option Plan was conditionally approved by TSXV on March 16, 2023.
The Stock Option Plan is intended to enable the directors, officers, employees and other eligible participants thereunder to provide an incentive to such individuals to achieve the longer term objectives of the Corporation, to give suitable recognition of the ability and industry of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. For further details of the Stock Option Plan, please refer to the Corporation’s management information circular dated January 9, 2023, filed under the Corporation’s profile on SEDAR at www.sedar.com.
All information contained in this news release with respect to the Corporation and Boko was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Qualifying Transaction, please contact:
Edouard Gosselin, Chief Executive Officer
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD‐LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: information concerning the Qualifying Transaction, expectations for the effects of the Qualifying Transaction or the ability of the Corporation to successfully achieve business objectives, expectations regarding the completion and availability of financing, and expectations for other economic, business, and/or competitive factors. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to kn and unkn risks, uncertainties, and other factors which may cause the actual results and future events to differ materially those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Corporation and Boko assume no obligation to the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.