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AGEDB Technology Limited — Interim / Quarterly Report 2024
Feb 28, 2024
48395_rns_2024-02-27_83f03f59-849e-437d-8f82-9e6df17bbda6.pdf
Interim / Quarterly Report
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ADAGIO CAPITAL INC.
Condensed Interim Consolidated Financial Statements (Unaudited – prepared by management)
Nine months ended December 31, 2023
Expressed in Canadian Dollars
ADAGIO CAPITAL INC.
Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian dollars) (Unaudited – prepared by management)
| Note | December 31, 2023 | December 31, 2023 | March 31, 2023 | March 31, 2023 | |
|---|---|---|---|---|---|
| (audited) | |||||
| Assets | |||||
| Current assets | |||||
| Cash | $ | 108,018 | $ | 214,075 | |
| Prepaids | 5,480 | - | |||
| Total assets | $ | 113,498 | $ | 214,075 | |
| Liabilities and shareholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | $ | - | $ | 13,758 | |
| Accrued liabilities | 5,000 | 10,000 | |||
| 5,000 | 23,758 | ||||
| Shareholders’ equity | |||||
| Share capital | 4 | 281,193 | 281,193 | ||
| Reserves | 4 | 50,584 | 50,584 | ||
| Deficit | (223,279) | (141,460) | |||
| Total shareholders’ equity | 108,498 | 190,317 | |||
| Total liabilities and shareholders’ equity | $ | 113,498 | $ | 214,075 |
Nature and continuance of operations (Notes 1 and 2) Significant event (Note 8)
Approved by Directors:
| “AZIM DHALLA” Director |
“CHRISTOPHER CHERRY” |
|---|---|
| Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ADAGIO CAPITAL INC.
Condensed Interim Consolidated Statement of Loss and Comprehensive Loss (Expressed in Canadian dollars) (Unaudited – prepared by management)
| Three Months | Three Months | Nine Months | Nine Months | |||||
|---|---|---|---|---|---|---|---|---|
| Ended | Ended | Ended | Ended | |||||
| December 31, | December 31, | December 31, | December 31, | |||||
| 2023 | 2022 | 2023 | 2022 | |||||
| EXPENSES | ||||||||
| Office and miscellaneous | $ | 262 |
$ | 672 |
$ | 262 |
$ | 672 |
| Professional fees | 26,000 | 37,508 | 51,854 | 47,508 | ||||
| Transfer agent and filing fees | 31,352 | 13,291 | 33,318 | 22,024 | ||||
| (57,614) | (51,471) | (85,434) | (70,204) | |||||
| Other item | ||||||||
| Interest income | 1,011 | - | 3,615 | - | ||||
| Loss and comprehensive loss for the period | $ | (56,603) | $ | (51,471) |
$ | (81,819) | $ | (70,204) |
| Basic and diluted lossper common share | $ | (0.01) | $ | (0.02) | $ | (0.02) | $ | (0.02) |
| Weighted average number of common shares | ||||||||
| outstanding | 5,000,000 | 3,195,652 | 5,000,000 | 3,066,666 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ADAGIO CAPITAL INC.
Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity (Expressed in Canadian dollars - unaudited) (Unaudited – prepared by management)
| Share | capital | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | |||||||||
| shareholders’ | |||||||||
| Note | Number | Amount | Reserves | Deficit | equity | ||||
| Balance at March 31, 2022 | 3,000,000 | $ | 150,000 | $ | - | $ (13,448) | $ 136,552 | ||
| Net loss for the period | - | - | - | (70,204) | (70,204) | ||||
| Balance at December 31, 2022 | 3,000,000 | 150,000 | - | (83,652) | 66,348 | ||||
| Balance at March 31, 2023 | 5,000,000 | 281,193 | 50,584 | (141,460) | 190,317 | ||||
| Net loss for the period | - | - | - | (81,819) | (81,819) | ||||
| Balance at December 31, 2023 | 5,000,000 | $ | 281,193 | $ 50,584 | $ | (223,279) | $ 108,498 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ADAGIO CAPITAL INC.
Condensed Interim Consolidated Statement of Cash Flows
Nine months ended December 31, (Expressed in Canadian dollars) (Unaudited – prepared by management)
| 2023 | 2022 | |||
|---|---|---|---|---|
| Cash provided by (used in): | ||||
| Operating activities | ||||
| Net loss | $ | (81,819) | $ | (70,204) |
| Changes in non-cash working capital items: | ||||
| Prepaids | (5,480) | - | ||
| Accounts payable and accruedliabilities | (18,758) | 37,281 | ||
| Cashusedinoperating activities | (106,057) | (32,923) | ||
| Financing activities | ||||
| Proceeds on issuance of share capital | - | 200,000 | ||
| Share issuance costs | - | (37,757) | ||
| Cash provided by financing activities | - | 162,243 | ||
| Chang in cash during the period | (106,057) | 129,320 | ||
| Cash, beginning ofperiod | 214,075 | 126,575 | ||
| Cash, end of period | $ | 108,018 | $ | 255,895 |
Supplemental cash flow information
During the nine months ended December 31, 2022, included in share issuance costs was agent warrants value at $10,628 and prepaid expenses of $15,875.
There were no non-cash transactions during the nine months ended December 31, 2023.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
1. NATURE AND CONTINUANCE OF OPERATIONS
Adagio Capital Inc. (the “Company”) is a company domiciled in Canada. The Company was incorporated on March 25, 2021 under the laws of the Province of British Columbia. The address of the Company’s registered and head office is Suite 600, 890 West Pender Street, Vancouver, BC, V6C 1J9.
On December 21, 2022, the Company completed its Initial Public Offering (“IPO”) and its common shares were listed on the TSX-Venture Exchange (“TSX-V”) as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX-V Corporate Finance Manual. The Company’s principal business is the identification and evaluation of companies, assets or businesses with a view to completing a Qualifying Transaction (“QT”). Such a transaction will be subject to shareholder and regulatory approval. (See Significant Event- Note 8)
2. BASIS OF PRESENTATION
Statement of compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. These unaudited condensed interim consolidated financial statements follow the same accounting policies and methods of application as the most recent annual financial statements of the Company. These interim consolidated financial statements do not contain all of the information required for full annual financial statements and should be read in conjunction with the annual audited financial statements for the year ended March 31, 2023. The financial statements were approved by the board of directors on February 26, 2024.
The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval. In order to continue as a going concern and meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. The Company may require additional financing to meet its projected minimum financial obligations for the next fiscal year. The Company is aware, in making its assessment, of material uncertainties which may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence, and such adjustments may be material.
Basis of consolidation
These unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary 1441651 B.C. Ltd that was incorporated on September 27, 2023. All significant intercompany balances and transactions have been eliminated upon consolidation.
Basis of measurement
These financial statements have been prepared on an historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Functional and presentation currency
These financial statements are presented in Canadian dollars, which is the Company’s functional currency.
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
3. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Significant areas requiring the use of management estimates relate to the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected
Share capital
Common shares issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty’s performance is complete.
Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.
Loss per share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The dilutive effect of outstanding options and warrants and their equivalents are reflected in diluted earnings per share. The computation of diluted earnings per share assumes conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share.
Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. Outstanding common shares that are contingently cancelable are excluded from the weighted average number of shares outstanding.
Income taxes
Income taxes are recognized for the estimated taxes payable for the current period, and deferred taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities, and for the benefit of losses available to be carried forward for tax purposes that are more likely than not to be realized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, it provides a valuation allowance against the excess. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled.
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments – recognition and measurement
The following is the Company’s accounting policy for financial instruments under IFRS 9:
(i) Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.
Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
(ii) Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.
(iii) Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments – recognition and measurement (continued)
(iv) Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Gains and losses on derecognition are generally recognized in profit or loss.
Share-based payments
The Company records all share-based compensation at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.
Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based compensation cannot be reliably estimated, the fair value is measured by use of the Black-Scholes Option Pricing Model.
Options and warrants issued as consideration in connection with common share placements are recorded at their fair value on the date of issuance as share issuance costs. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On exercise of stock options, agent options and warrants, share capital is recorded for the consideration received and for the fair value amounts previously recorded to reserve. The Company uses the Black-Scholes Option Pricing Model to estimate the fair value of share-based compensation.
Recent accounting pronouncements
Certain new accounting standards, amendments to standards and interpretations have been issued, effective for annual periods beginning on or after December 31, 2023. These standards have been assessed to not have a significant impact on the Company’s financial statements.
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
4. SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common shares without nominal or par value.
Issued
On December 21, 2022, the Company completed its IPO and issued 2,000,000 common shares for gross proceeds of $200,000. The Company incurred issuance costs of $37,757, paid a finder’s fee of $15,875 and issued 200,000 agent warrants, entitling the holder to acquire one common share per warrant for $0.10 for a period of three years. The Company has estimated the fair value of the agent warrants to be $15,175 based on the Black-Scholes Option Pricing Model. The assumptions used for the Black-Scholes valuation of the agent warrants were as follows: a risk-free interest rate of 3.5%, an expected life of three years, a dividend rate of 0%, forfeiture rate of 0%, and an annualized volatility of 100%.
Escrow shares
As at December 31, 2023, there are 3,000,000 common shares that are held in escrow subject to the release policies of the TSX-V.
Reserve
The reserve records items recognized as share-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. Any fair value attributed to the warrants and options are recorded as reserve. If the warrants and options expire unexercised, the value attributed to the warrants is transferred to deficit.
Stock options
The Company has a rolling stock option plan (the “Plan”) that authorizes the board of directors to grant incentive stock options to directors, officers, consultants and employees, whereby a maximum of 10% of the issued common shares are reserved for issuance under the plan. Under the Plan, the exercise price of each option may not be less than the market price of the Company’s shares at the date of grant. Options granted under the Plan will have a term not to exceed five years and be subject to vesting provisions as determined by the board of directors of the Company.
Stock option transactions are summarized as follows:
| Number of Options Weighted Average Exercise Price |
|
|---|---|
| Outstanding and exercisable, March 31, 2022 Granted Outstanding and exercisable, March 31, 2023 Outstanding and exercisable, December 31, 2023 |
- $ - 466,667 0.10 |
| 466,667 0.10 |
|
| 466,667 $ 0.10 |
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
4. SHARE CAPITAL (continued)
As at December 31, 2023 the Company had 466,667 stock options outstanding with an exercise price of $0.10, expiring December 21, 2027.
Warrants
The following table summarizes the Company’s warrant activity:
| Number ofWarrants Weighted Average ExercisePrice |
|
|---|---|
| Outstanding, March 31, 2022 Issued Outstanding, March 31, 2023 and December 31, 2023 |
- $ - 200,000 0.10 |
| 200,000 $ 0.10 |
As at December 31, 2023, the Company had 200,000 warrants exercisable at $0.10 per warrant to December 21, 2025.
5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
As at December 31, 2023, the Company’s only financial instruments is comprised of cash and accounts payable. The fair value of these financial instruments approximates its’ carrying value due to its short-term maturity. Fair values of financial instruments are classified in a fair value hierarchy based on the inputs used to determine fair values. The levels of the fair value hierarchy are as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs that are not based on observable market data.
As at December 31, 2023, the fair value of cash held by the Company was based on level 1 inputs of the fair value hierarchy.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. The Company believes it has no significant credit risk.
Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial liabilities as they become due. As at December 31, 2023, the Company had a cash balance of $108,018 to settle liabilities of $5,000 and as such, is not exposed to significant liquidity risk.
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
(a) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company’s cash is held in an account with a major Canadian financial institution. The funds may be withdrawn at any time without penalty.
(b) Foreign currency risk
The Company does not have assets or liabilities in a foreign currency and therefore is not exposed to foreign currency risk.
(c) Price risk
The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potentially adverse impact on the Company’s ability to obtain equity financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
6. CAPITAL MANAGEMENT
Capital is comprised of the Company’s shareholders’ equity and any debt that it may issue. As at December 31, 2023, the Company’s shareholders’ equity was $108,498. The Company’s objectives when managing capital are to maintain financial strength and to protect its ability to meet its future liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.
Cash on hand will only be sufficient to identify and evaluate a limited number of assets and businesses for the purpose of identifying and completing a Qualifying Transaction. Additional funds may be required to finance the Company’s Qualifying Transaction.
Cash from proceeds from share issuances have the following permitted uses until the completion of a Qualifying Transaction pursuant to section 7.1 of TSX-V policy 2.4:
(a) Reasonable expenses relating to the Company’s Initial Public Offering;
(b) Reasonable general and administrative expenses not exceeding $3,000 per month; and
(c) Reasonable expenses relating to a proposed Qualifying Transaction.
7. RELATED PARTY TRANSACTIONS
The Company has identified all of the directors and officers as its key management personnel. During the nine months ended December 31, 2023 and 2022, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company. In addition, there are no amounts owing to any related parties as at December 31, 2023.
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
8. SIGNIFICANT EVENT
During the period ended December 31, 2023, the Company has signed an amalgamation Agreement with Advanced Graph Enterprise Database Inc. (AGEDB), a private arm's-length British Columbia company, pursuant to which the Company and AGEDB have agreed to complete a business combination whereby the Company will acquire all of the issued and outstanding common shares of AGEDB.
The agreement sets out the terms of the transaction, which is intended to constitute the Company’s QT as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. The terms of the transaction described herein remain subject in all respect to the terms of the definitive agreement.
Upon completion of the transaction, the combined entity resulting from the transaction will continue the business of AGEDB and the resulting issuer will be listed on the TSX-V as a Tier 2 technology issuer under the name Advanced Graph Enterprise Database Inc.
Summary of the transaction
The transaction will take the form of a share exchange, whereby all of the outstanding AGEDB shares will be exchanged for 30 million post-consolidation (as defined as follows) common shares of the Company. The transaction will be completed pursuant to and in strict accordance with corporate law requirements and available exemptions under applicable securities legislation. The consideration shares will be subject to applicable resale restrictions, if any.
The completion of the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) the Company having had the reasonable opportunity to perform searches and other due diligence, and being satisfied with the results of such due diligence; (ii) receipt of all requisite consents, waivers and approvals for the transaction, including the approval of the TSX-V, if applicable; (iii) the absence of any material adverse change in the business, affairs or operations of AGEDB; (iv) completion of the Concurrent Financing (as defined below); and (v) AGEDB having received the requisite approvals from its shareholders for the transaction, if applicable.
Assuming the completion of the transaction and the Concurrent Financing and that no convertible securities of the Company are exercised, a minimum of 42.1 million common shares of the resulting issuer are expected to be issued and outstanding on the closing date, of which approximately 4.8 per cent of the resulting issuer shares are anticipated to be held by the current shareholders of the Company, approximately 71.3 per cent are anticipated to be held by the shareholders of AGEDB and approximately 23.9 per cent will be held by the subscribers under the Concurrent Financing.
The transaction is an arm's-length transaction and therefore will not require shareholder approval under Policy 2.4.
Share consolidation
Prior to completion of the transaction, the Company plans to consolidate its outstanding common shares on the basis of 2.5 pre-consolidation shares for every one post-consolidation share, unless otherwise agreed to by the parties
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ADAGIO CAPITAL INC. Notes to the Condensed Interim Consolidated Financial Statements For the nine months ended December 31, 2023 (Expressed in Canadian dollars) (Unaudited – prepared by management)
8. SIGNIFICANT EVENT (continued)
Concurrent Financing
In connection with the transaction, it is anticipated that AGEDB will complete a private placement financing of up to $5-million by issuing AGEDB shares at a price of $0.50 per AGEDB share. There may be cash commissions and/or broker warrants paid and/or issued to eligible finders in relation to the concurrent financing.
Corporate advisory fee
In connection with the transaction, the parties agreed that, on closing and subject to approval of the TSX-V, an arm'slength corporate advisor will be paid a merger and acquisition advisory fee of 100,000 resulting issuer shares and $150,000 in cash. No other fees will be paid.
Directors, officers and insiders of the resulting issuer
Following the closing, it is expected that the board of directors of the of the resulting issuer will be reconstituted to consist of five directors and will comprise members to be nominated by AGEDB, subject to the approval of the TSX-V.
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