AI assistant
PR Technology Inc. — Capital/Financing Update 2021
Nov 16, 2021
48184_rns_2021-11-16_56b9a9ed-bd5f-48e4-97d6-d705a0dbac9c.PDF
Capital/Financing Update
Open in viewerOpens in your device viewer
AMENDING AGREEMENT
THIS AMENDING AGREEMENT is dated effective as of April 30, 2021
AMONG :
POWER REPUBLIC CORP. , a company incorporated under the laws of the Republic of Korea
(" Parent ")
- and -
PR KOREA CO., LTD. , a company incorporated under the laws of the Republic of Korea
(" Transferor ")
- and -
PR TECHNOLOGY INC. , a company incorporated under the laws of the British Columbia, Canada
(the " Transferee ")
WHEREAS:
-
A. the parties entered into an asset transfer agreement dated April 30, 2021 (the “ Asset Transfer Agreement ”) pursuant to which the Transferor agreed to sell to the Transferee and the Transferee agreed to purchase from the Transferor all of the Transferor’s assets that were used in connection with the Business (as such term is defined in the Asset Transfer Agreement); and
-
B. the parties now wish to enter into this amending agreement (this “ Amending Agreement ”) to correct a typographical error in the Asset Transfer Agreement.
NOW THEREFORE , in consideration of the covenants and agreements herein contained, the parties agree as follows:
1. Defined Terms
Except as otherwise specified herein, all capitalized terms defined in the Asset Transfer Agreement will have the same meaning when used in this Amending Agreement.
2
2. Amendments to the Asset Transfer Agreement
In order to correct a typographical error, the Asset Transfer Agreement is hereby amended by deleting the following strikethrough text and inserting the following underlined text in the first paragraph of Section 2.1:
The total purchase price (“ Purchase Price ”) to be paid to Transferor for the Purchased Assets is C$6,701,800 The Transferee will satisfy the Purchase Price by issuing 96,480,000 common shares in the capital of Transferee (the “ Consideration Shares ”) at an issue price of C$ 0.07 0.06946 per share.
3. Effect of Amendment
The parties confirm that the Asset Transfer Agreement, as amended by this Amending Agreement, remains in full force and effect. From the date hereof, the Asset Transfer Agreement, as amended by this Amending Agreement, shall be read together to the extent reasonably possible as though all of the terms of both documents were contained in one instrument.
4. Enurement
This Amending Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, other legal representatives, successors and permitted assigns.
5. Governing law
This Amending Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in that Province.
6. Counterparts
This Amending Agreement may be executed and delivered by the parties hereto in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e- mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument.
[ Remainder of Page is Intentionally Left Blank ]
3
Each of the parties have executed and delivered this Amending Agreement, as of the date noted at the beginning of this Amending Agreement.
POWER REPUBLIC CORP.
Per: “ Chang Guk Kim ”_______ Name: Chang Guk Kim Title: CEO
PR KOREA CO., LTD.
Per: “ Chang Guk Kim ”________ Name: Chang Guk Kim Title: CEO
PR TECHNOLOGY INC.
Per: “ Imsik Jeong ” ________ Name: Imsik Jeong Title: Director