Further to its press release on 15 October 2018, Altitude Resources Inc. announced that it has entered into an amending agreement, amending the terms of the amalgamation agreement dated 10 October 2018 (the amalgamation agreement) between Altitude, Vibe Bioscience Corporation (Vibe) and 2657152 Ontario Inc. The company also announces that it will hold a special meeting of its shareholders on 24 January 2019 for, among other things, the purpose of obtaining approval of the amalgamation.
The amending agreement extends the outside date for the completion of certain matters contemplated in the amalgamation agreement from 31 December 2018 to 28 February 2019. The amalgamation agreement also amends the exchange ratio (as defined in the amalgamation agreement) from 12.04607 to 6.8830.
Summary of the amalgamation
Pursuant to the amalgamation agreement, Altitude and Vibe will complete an arm's length business combination by way of three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (Ontario) (the amalgamation). Shareholders of Vibe, other than Vibe shareholders who exercise their dissent rights, will receive, subject to adjustment, 6.8830 common shares in the capital of Altitude (the Altitude shares) for each Vibe share held.
Upon completion of the amalgamation (after taking into account an equity raise by Vibe equal to the Maximum Concurrent Financing), the acquisition of the U.S. Targets and assuming a consolidation on a 12 for one basis (the consolidation), former Vibe shareholders will hold, in the aggregate, approximately 89 104 044 shares in the capital of the resulting issuer representing approximately 97.59% of the outstanding resulting issuer shares and existing holders of Altitude shares (the Altitude shareholders) will hold, in the aggregate, approximately 2 197 992 resulting issuer shares, representing approximately 2.41% of the outstanding resulting issuer shares.
The completion of the amalgamation is subject to the satisfaction of various conditions, including but not limited to: the approval of the delisting of the Altitude shares from the TSX Venture Exchange (the TSXV); the approval of the listing of the Altitude shares on the Canadian Securities Exchange (the CSE); the completion of the Altitude disposition; the approval of the amalgamation by the Vibe shareholders; the approval of various matters related to the amalgamation by the Altitude shareholders; the completion of satisfactory due diligence by each of the parties; and other conditions customary for a transaction of this nature. In connection with the transactions contemplated by the amalgamation agreement, the directors, officers and major shareholders of Altitude and Vibe have entered into voting support agreements whereby they will agree to vote their Altitude shares and Vibe shares, as applicable, in favour of the amalgamation and matters ancillary thereto. There can be no assurance that the amalgamation will be completed on the terms proposed or at all.
Subject to the receipt of all applicable approvals, Altitude expects to complete the delisting of the Altitude shares from the TSXV and the listing of the Altitude shares on the CSE prior to the completion of the closing of the amalgamation. Subject to satisfaction or waiver of the conditions precedent referred to herein and in the amalgamation agreement, Altitude and Vibe anticipate the amalgamation will be completed in the first quarter of 2019.
In connection with the completion of the amalgamation, Altitude anticipates changing its name to ‘Vibe Bioscience Corp.’ or such other name as may be determined by the board of directors.
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Read the article online at: https://www.worldcoal.com/coal/28122018/altitude-resources-amends-amalgamation-agreement-with-vibe-bioscience-corporation/
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