Reem Capital, Kalron continue work on QT deal

Executive Summary

• Reem Capital Corp. and Kalron Holdings Ltd. (parent of Seegnal eHealth Ltd.) have received conditional acceptance from the TSX Venture Exchange for their proposed qualifying transaction and filed a final long-form non-offering prospectus with Canadian securities regulators.
• The transaction is subject to customary closing conditions, including final exchange acceptance and the completion of subscription receipt financings.
• The financings target aggregate gross proceeds between $3.4 million and $4.0 million at $0.80 per subscription receipt, which will convert into common shares and warrants in the resulting issuer.

Key Details

• Regulatory Status: Received conditional acceptance from the TSX Venture Exchange; final long-form non-offering prospectus filed on SEDAR+.
• Transaction Structure: Proposed qualifying transaction between Reem Capital Corp. and Kalron Holdings Ltd. (parent of Seegnal eHealth Ltd.).
• Financing Terms:
  • Type: Non-brokered private placement of subscription receipts for both Kalron and Reem.
  • Price: $0.80 per subscription receipt.
  • Proceeds: Aggregate minimum gross proceeds of $3.4 million; aggregate maximum gross proceeds of $4.0 million.
  • Conversion: Each subscription receipt entitles the holder to one common share and one share purchase warrant in the resulting issuer upon satisfaction of escrow release conditions.
  • Warrant Terms: Each warrant allows acquisition of one resulting issuer share at $1.20 per share, exercisable for 24 months following the completion of the proposed transaction.
  • Escrow: Proceeds held in escrow pending satisfaction of conditions, including shareholder/regulatory approvals and completion of a share consolidation.
  • Share Consolidation: Ratio of 1 new common share of Reem for 3.16 existing common shares of Reem.
• Finder’s Fees:
  • Quarck Investments Ltd. and Capital Canada Ltd. to receive cash fees equal to 8% of gross proceeds brought in by them.
  • Additionally, warrants equal to 8% of the amount of subscription receipts brought in by Quarck.
  • Cash fees payable upon release of proceeds from escrow.
• Post-Transaction Capitalization:
  • Approximately 44,295,626 resulting issuer shares outstanding.
  • Approximately 29,204,330 resulting issuer shares reserved for issuance pursuant to convertible securities.
• Use of Proceeds: Updated table of principal uses of funds attached to the release (specific allocations not detailed in text, but referenced).

Notable Quotes

• None explicitly quoted in the text provided.