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Resverlogix Corp. — M&A Activity 2024
May 15, 2024
45300_rns_2024-05-14_8fc1b058-5e99-4558-a0c1-3f7d18c0f2aa.pdf
M&A Activity
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MAPLE PEAK ANNOUNCES LETTER OF INTENT TO ACQUIRE CITIZEN JOURNALISM NETWORK (CJN) INVEST LTD.
Vancouver, Canada , May 13, 2024 – Maple Peak Investments Inc. (TSXV - MAP) (“ MAP ”) announced today that it has entered into a binding Letter of Intent dated May 10, 2024 (the " LOI ") with Citizen Journalism Network (CJN) Invest Ltd. (“ CJN ”), a private company incorporated under the laws of the Marshal Islands, pursuant to which CJN proposes to acquire MAP by way of a reverse takeover (the " Transaction "). The parties will be raising a growth financing round (the " Financing ") concurrently with the completion of the proposed Transaction for an active growth strategy in merger and acquisition within the alternative media sphere, and general corporate purposes. Upon completion of the Transaction, MAP (as the " Resulting Issuer " from the Transaction) proposes to delist its securities from the TSX Venture Exchange (" TSXV ") and list on the Canadian Securities Exchange (" CSE "). Trading of MAP’s securities on the TSXV has been halted on the request of MAP and may remain halted until completion of the Transaction.
Transaction Summary
To effect the proposed Transaction, MAP proposes to acquire all of the common shares of CJN from CJN's shareholders in exchange for common shares of MAP (or to effect a similar transaction by way of a merger, amalgamation, plan of arrangement, reorganization, purchase and sale of all or substantially all of the assets of CJN, or exchange of assets or securities in a similar fashion, provided that both parties agree thereto) as a result of which, upon completion of the Transaction, CJN’s shareholders shall hold an approximately 90% interest in the Resulting Issuer and the shareholders of MAP shall hold an approximately 10% interest in the Resulting Issuer (subject to legal, financial and other advice to be obtained from advisors to each of the parties). It is also anticipated that MAP will consolidate its existing common shares at a ratio to be determined before completing the Financing. MAP will not be assuming long term debt of CJN and the proposed Transaction will not be a non-arm’s length transaction.
In connection with the proposed Transaction, MAP has agreed to amend its Articles of Incorporation to change its name to “ Citizen Journalism Network International Limited ” and amend its ticker symbol, as CJN may determine in its sole discretion. In addition, upon completion of the proposed Transaction, it is proposed that the Resulting Issuer will delist its securities from the TSXV and list on the CSE.
It is anticipated that, upon completion of the proposed Transaction and subject to appropriate shareholder and exchange approvals, the board of the Resulting Issuer will be comprised of five (5) directors, of which three (3) directors shall be nominated by CJN, one (1) director shall be nominated by current MAP shareholders and one (1) independent director shall be nominated jointly by CJN and MAP. In addition, it is proposed that the Resulting Issuer may constitute an advisory board if appropriate.
CJN and its Business
Citizen Journalism Network (CJN) is a digital media group and a venture capital incubator and accelerator. CJN is a Marshall Islands incorporated company, with its head office in Dubai, UAE.
CJN is a media and content publishers of newscasts, video and podcasts on multiple digital platforms, with a mainstay focus on X (formerly known as Twitter). CJN hosts one of the largest daily shows on X Spaces, both audio and video, covering wide-ranging subjects of politics, finance, blockchain/gaming, tech/artificial intelligence, healthcare, sports and entertainment and featuring world leaders, top business executives and media influencers as guest speakers.
Building on Elon Musk’s vision for X to be the global digital town square committed to the core values of free expression and civic discourse, CJN has 10 regular talk show hosts and many more co-hosts who have collectively covered major world events with a focus on balanced reporting that carry no associated agenda or censorship. Going forward, CJN plans to embark on a pipeline of acquisitions and hiring, with the aim of becoming a world- leading digital media group with contents not only published on X but also on YouTube and Rumble and providing an alternative to traditional media platforms.
CJN’s incubator and accelerator business, the IBC Group and IBC Venture, helps early-stage tech/Web3 startups to develop their business and offers full-scale consulting services on their business strategy, legal framework, fundraising, community building and marketing. To date, IBC has invested in over 200 tech and AI companies and boasts minority interest in top tier launchpads and a centralised exchange.
AC/12980240.8
Additional Information
In addition, the LOI contains confidentiality and access and diligence provisions customary for agreements of this type. Furthermore, the proposed Transaction is subject a number of conditions, including but not limited to, completion of due diligence reasonable or customary in a transaction of a similar nature, the preparation and execution of definitive agreements, such consents and approvals as may be required by the parties, including, but not limited to, approvals of the board of directors and shareholders of each of MAP and CJN, as may be required, and exchange and other approvals and consents necessary to complete the proposed Transaction.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information, contact:
Maple Peak Investments Inc.
Dennis Tam, CEO and Director Tel: (852) 3955 1200 [email protected]
Thurman So, Director Tel: (604) 488-5219 [email protected]
Forward-Looking Information
This news release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, including but not limited to, expected terms of the Transaction, the number of securities of the parties that may be issued in connection with the Transaction, the private placement financing, waiver of sponsorship, the business and operations of CJN, and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. MAP assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
AC/12980240.8