Ocean Shore enters definitive deal to acquire ePaper

Executive Summary

• Ocean Shore Capital Corp. has entered into a definitive amalgamation agreement to acquire International ePaper Technology Corp. via a three-cornered amalgamation, resulting in ePaper becoming a wholly owned subsidiary.
• The transaction involves a share exchange where ePaper shareholders receive one Ocean Shore share for each ePaper share held, followed by a share consolidation for both entities.
• The acquiring company will be renamed ePaper Technology Corp. and is expected to be classified as a Tier 2 industrial issuer, with closing anticipated on or before November 30, 2025.

Key Details

• Transaction Structure: Three-cornered amalgamation under the Business Corporations Act (British Columbia) between Ocean Shore Capital Corp., International ePaper Technology Corp. (ePaper), and 1406493 B.C. Ltd. (SubCo). SubCo amalgamates with ePaper to continue as a wholly owned subsidiary of Ocean Shore.
• Share Exchange Ratio: Holders of Class A common shares in ePaper receive one common share in the capital of Ocean Shore for each ePaper share held.
• Post-Transaction Identity: The resulting issuer will be renamed ePaper Technology Corp. and will carry on the business of ePaper. It is expected to be classified as a Tier 2 industrial issuer.
• Share Consolidations:
  • ePaper: 1 post-consolidation share for every 10 pre-consolidation shares.
  • Ocean Shore: 1 post-consolidation share for every 10.05 pre-consolidation shares.
• Bridge Financing: ePaper undertook a private placement of convertible notes for gross aggregate proceeds of up to $2 million.
  • Conversion Price: 11.25 cents per ePaper unit.
  • Unit Composition: Each unit consists of one ePaper share and one-half of one ePaper share purchase warrant.
  • Warrant Terms: Each warrant is exercisable into one additional ePaper share at a price of 20 cents for a period of two years following closing.
  • Acceleration Provision: Warrants may be accelerated if shares close at or above 30 cents per share for 10 consecutive trading days on the TSX Venture Exchange; expiry occurs 30 days after notice.
• Capitalization Post-Transaction: Approximately 11,147,732 post-consolidation Ocean Shore shares are expected to be issued and outstanding.
  • ~77.3% held by former ePaper shareholders.
  • ~6.7% held by existing Ocean Shore shareholders.
  • ~16.0% held by subscribers to the bridge financing (excluding interest conversion).
• Conditions to Closing:
  • Board and shareholder approvals.
  • Regulatory approvals, including TSX-V acceptance.
  • Completion of ePaper’s bridge financing.
  • Completion of share consolidations for both entities.
  • No material adverse change in the condition of either company.
• Support Agreement: Principal shareholders of ePaper have entered into a support agreement to vote in favor of the special resolution approving the transaction.
• Regulatory Exemptions: Ocean Shore intends to rely on Section 2.11 of National Instrument 45-106 for prospectus exemptions regarding the issuance of securities to ePaper shareholders.
• Sponsorship: Ocean Shore intends to apply for a waiver from TSX-V sponsorship requirements for this qualifying transaction.
• Target Business: ePaper is a full-service electronic shelf label provider operating in the US and Canada, utilizing cloud, AI, and IoT technologies for dynamic pricing, inventory management, and in-store analytics.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.