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Closing of Qualifying Transaction

VANCOUVER, BC / ACCESSWIRE / May 28, 2019 / Minerva Intelligence Inc. (formerly Two Owls Ven...

articleAisix Solutions IncMay 28, 20194/company/aisix-solutions-inc/news/closing-of-qualifying-transaction
Closing of Qualifying Transaction

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[{"type":"text","content":"Closing of Qualifying TransactionVANCOUVER, BC / ACCESSWIRE / May 28, 2019 / Minerva Intelligence Inc. (formerly Two Owls Ventures Corp.) (TSXV: MVAI) (the \"Company\"), is pleased to announce that, further to its news releases dated November 8, 2018 and April 4, 2019, it has closed its arm's length Qualifying Transaction (\"QT\"), being the acquisition of all of the outstanding shares of Minerva Intelligence (Canada) Ltd. (\"Minerva\") from the former holders thereof, in exchange for shares of the Company. Resumption of TradingIt is expected that on or about June 5, 2019, the Company's common shares will commence trading on the Exchange as a Tier 2 technology issuer under the symbol \"MVAI\".The Qualifying TransactionPursuant to a Plan of Arrangement and Arrangement Agreement (the \"Arrangement\"), the following has been completed:(a) the Company completed a consolidation of its 6,200,000 outstanding common shares on a two-for-one basis (resulting in 3,100,000 shares outstanding);(b) the Company changed its name to \"Minerva Intelligence Inc.\";(c) Minerva continued its jurisdiction of incorporation from Ontario to British Columbia, to become subject to the B.C. Business Corporations Act (\"BCBCA\");(d) Minerva amalgamated with 1198574 B.C. Ltd. (a wholly owned subsidiary of the Company) and continued as \"Minerva Intelligence (Canada) Ltd.\" under the BCBCA;(e) the Company issued an aggregate of 38,575,005 post-consolidated shares in exchange for all of the outstanding shares of Minerva;(f) the Company also issued (i) 1,000,000 post-consolidated shares as a finder's fee, and (ii) a total of 1,950,000 stock options in replacement of outstanding options in the capital of Minerva, each new option entitling the holder to acquire one share of the Company at the exercise price of $0.2534 per share; and(g) Minerva became a wholly-owned subsidiary of the Company.About MinervaMinerva is in the business of developing and marketing artificial intelligent (AI) software products. Minerva's AI systems combine human expertise (e.g., mineral exploration) with vast amounts of information from public and private databases in a cognitive computer reasoning system to carry out complex tasks faster and more thoroughly than can be done by human beings. One of its first AI software products focuses on enhancing the success rate of minerals explorati...

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