China Keli Electric signs deal to acquire DGEN in RTO

Executive Summary

• China Keli Electric Company Ltd. entered a share‑exchange agreement to acquire 100% of DGEN Technologies Corp., constituting a reverse takeover and a change of business for China Keli.
• Consideration: 7 million China Keli common shares plus 7 million common share purchase warrants (exercise price $0.25 per share, 24‑month term).
• The transaction triggers a trading halt, a planned private placement of up to US$750,000, and a pending listing on the Canadian Securities Exchange with delisting from the TSX‑V.

Key Details

• Agreement Date: December 9 2025.
• Consideration Structure:
• 7 million China Keli common shares issued to DGEN shareholders.
• 7 million common share purchase warrants, each allowing purchase of one share at $0.25 for 24 months post‑closing.
• Transaction Nature: Reverse takeover; DGEN will become a wholly‑owned subsidiary of China Keli.
• Business Change: Post‑closing, China Keli will operate DGEN’s cloud‑native payment platform (POS, kiosk, mobile).
• Board & Management Changes:
• Cole Goodwin (CEO of DGEN) to join the board and serve as CEO of the combined entity.
• No other director changes except resignation of Alan Chan (effective immediately).
• Financing: Concurrent non‑brokered private placement up to $750,000; price TBD; securities subject to a 4‑month‑plus‑1‑day statutory hold period.
• Listing/Delisting Plans:
• Apply for listing on the Canadian Securities Exchange (CSE) after closing.
• Voluntary delisting from the TSX Venture Exchange (TSX‑V) contingent on CSE acceptance.
• Closing Conditions: Completion of financing, CSE conditional acceptance, TSX‑V delisting approval, customary shareholder and director approvals. No guarantee of completion.
• Corporate Name Change: Company intends to rename itself post‑RTO; new name TBD.

Notable Quotes

(No direct quotes were provided in the release.)