Friday, May 17, 2019 12:23 PM
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
THUNDER BAY, ON / ACCESSWIRE / May 17, 2019 / Further to the news release of April 28, 2019 of Thunder River Enterprises Inc. (the "Corporation" or "Thunder River") and its proposed transaction with 80-20 Connect Inc. ("8020") described therein, Thunder River announces it has entered into an amalgamation agreement (the "Amalgamation Agreement") with 80-20 Connect Inc. ("8020") and 2191340 Alberta Ltd., a wholly-owned subsidiary of Thunder River ("Thunder River Subco") pursuant to which 8020 and Thunder River SubCo agree to amalgamate (the "Amalgamation") to form an amalgamated company ("Amalco") under section 181 of the Business Corporations Act (Alberta). It is a condition of the Amalgamation that the 50,460,440 issued common shares of the Corporation be consolidated on a 25 for 1 basis to equal 2,018,418 common shares. Pursuant to the Amalgamation, the issued Class "A" common shares in the capital of 8020 and all other securities of 8020 held by the securityholders thereof will be exchanged for freely tradeable securities of the resulting corporate entity (the "Resulting Issuer"), having the same rights, privileges, preferences and conditions as the Class "A: Shares and other securities of 8020 ("Resulting Issuer Securities"). Following the Amalgamation, the security holders of the Corporation will own or control 2,298,418 of the issued voting shares of the Resulting Issuer and the security holders of 8020 will own or control 18,717,863 of the issued voting shares of the Resulting Issuer. The property of each of Thunder River Subco and 8020 will continue to be the property of Amalco and Amalco shall continue to be liable for the obligations of each of Thunder River SubCo and 8020. Amalco will become a wholly-owned subsidiary of Thunder River. The transaction is conditional upon, inter alia, all necessary regulatory and other consents and approvals required in connection with the Amalgamation, including shareholder approval and the acceptance for listing of the common shares of the Resulting Issuer on the TSX Venture Exchange Inc. ("TSXV Listing").
8020, an Alberta corporation, is a communication technology corporation focused on developing niche communication platforms to work with highly regulated or highly monitored business environments.
THUNDER BAY, ON / ACCESSWIRE / April 26, 2019 / Thunder River Enterprises Ltd. (the "Corporation") announces that it has entered into a letter of intent (the "LOI") with 80-20 Connect Inc. ("8020"). 8020 is incorporated under the Business Corporations Act (Alberta) and is a software technology company specializing in the development of niche managed social media communications, data collection and AI applications. The LOI outlines the basic terms and conditions upon which the Corporation and 8020 would be prepared to complete a transaction that would result in a reverse take-over of the Corporation by the securityholders of 8020 (the "Proposed Transaction"). The Proposed Transaction is an arm's length transaction. The Proposed Transaction will be conditional upon 8020 completing a private placement of 6,250,000 units ("8020 Units") at a price of $0.20 per unit for gross proceeds of $1,250,000, with each unit to consist of one common share and one-half of one common share purchase warrant with an exercise price of $0.30 per share, exercisable within 12 months from the date of issue.
The Proposed Transaction would result in the shareholders of the Corporation owning 2,000,000 common shares of the resulting issuer, the current shareholders of 8020 owning up to 11,488,419 common shares of the resulting issuer, the holders of 8020 Units owning 6,250,000 units of the resulting issuer, holders of up to $56,000 of debt of the Corporation owning up to 280,000 common shares of the resulting issuer, holders of stock options of 8020 holding 2,260,000 stock options of the resulting issuer and holders of certain referral rights, if earned, holding 980,000 common shares of the resulting issuer.
The Proposed Transaction will be structured by way of a plan of arrangement, amalgamation, takeover bid, reorganization or other similar form of transaction, as determined following a review of all relevant legal, regulatory and tax matters. It is contemplated that the current directors of the Corporation, except Scott Kellaway, will resign and be replaced by nominees of 8020.
The Proposed Transaction is subject to the parties entering into a definitive agreement by not later than July 31, 2019 and thereafter meeting all shareholder and regulatory approvals, with a closing date of not later than October 31, 2019.
For further information contact; Thunder River Enterprises Ltd. Attention: Scott C. Kellaway Chief Executive Officer Phone: (807) 577-6463 E-mail:firstname.lastname@example.org
Forward Looking Statements
Statements in this news release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "contemplates", "intends", "plan", "expect", "project", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this news release includes, without limitation, statements with respect to: the entering into of a definitive agreement and completion of the financing by 8020. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although the Corporation believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of the Corporation) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, risks that the parties will not enter into the definitive agreement or the terms of the definitive agreement will differ than those contained in the LOI; risks that required regulatory approvals are not obtained; and risks that other conditions to the completion of the Proposed Transaction or financing are not satisfied. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Corporation undertakes no obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in its expectations except as otherwise required by Exchange Requirements and applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
SOURCE: Thunder River Enterprises Ltd.