Reem closes qualifying transaction with Kalron

Executive Summary

• Seegnal Inc. (formerly Reem Capital Corp.) has completed its qualifying transaction with Kalron Holdings Ltd. pursuant to TSX Venture Exchange Policy 2.4, resulting in Kalron becoming a wholly owned subsidiary.
• The transaction involved the acquisition of all Kalron shares by Seegnal in exchange for Seegnal shares and warrants, alongside non-brokered private placements of subscription receipts generating aggregate gross proceeds of $3,466,732.
• Trading is set to resume under the new ticker symbol SEGN on the TSX-V, with significant ownership concentration held by former Kalron shareholders and early warning disclosures filed by major stakeholders.

Key Details

• Transaction Structure: Seegnal acquired all issued and outstanding ordinary shares of Kalron from Kalron shareholders in exchange for Seegnal shares and warrants.
• Financing: Both Seegnal and Kalron completed non-brokered private placements of subscription receipts for aggregate gross proceeds of $3,466,732.
• Conversion Terms: Each subscription receipt converted into one Seegnal share and one warrant. The warrant entitles the holder to purchase one Seegnal share at an exercise price of $1.20 per share, exercisable within 24 months of issuance.
• Debt/SAFE Conversion: Immediately prior to closing, all outstanding convertible debentures and SAFEs of Kalron converted into ordinary shares of Kalron. Certain holders of Kalron convertible debentures also received Seegnal warrants.
• Share Capital:
  • Total Seegnal shares issued and outstanding: 45,319,031.
  • Former Seegnal shareholders hold ~5.52% (approx. 2.5M shares).
  • Former Kalron shareholders hold ~80.15% (36,323,563 shares).
  • Outstanding warrants: 29,789,007.
  • Outstanding stock options: 250,000.
• New Ticker/Trading: Trading halted previously, expected to resume under ticker SEGN on the TSX-V two business days after TSX-V bulletin issuance.
  • New CUSIP: 81573E106
  • New ISIN: CA81573E1060
• Early Warning Disclosures:
  • Mikal Ltd.: Holds 13,463,947 shares (29.71%) and 9,995,289 warrants. Controlled by Gilat Management Services Ltd. (Avraham Gilat).
  • Edtom Ltd.: Holds 9,962,236 shares (21.98%) and 9,290,538 warrants. Controlled by Ron Naftali.
  • Gilat Management: Holds 25,288 shares (0.06%).
• Auditor Change: SRCO Professional Corporation resigned; Kesselman & Kesselman (member of PwC International Ltd.) appointed as new auditor. No reportable events occurred.
• Management: Eyal Schneid (CEO), Gadi Levin (CFO), Nir Dor, Orit Lidor, Peter Bloch, Ronen Jaegermann (Directors), Michael Saliken (Corporate Secretary).

Notable Quotes

• "This is a proud moment for Seegnal and everyone who has been part of our journey. Becoming a publicly traded company strengthens our ability to innovate, scale and deliver on our mission to make medication management safer and smarter for patients and providers around the globe," said Eyal Schneid, chief executive officer of Seegnal.