FluroTech Enters into a Non-Binding Letter of Intent for Change of Business Transaction

About this update from Flurotech Ltd.

[{"type":"text","content":"FluroTech Enters into a Non-Binding Letter of Intent for Change of Business TransactionCalgary, Alberta--(Newsfile Corp. - March 11, 2024) - FluroTech Ltd. (TSXV: TEST.H) (\"FluroTech\" or the \"Company\") and Great Slave Helicopters 2018 Ltd. (\"GS Heli\") are pleased to announce that further to the news release dated December 21, 2023, the parties have entered into an updated non-binding letter of intent (the \"Letter of Intent\") which provides for an updated acquisition price and changes to the proposed board of directors. Pursuant to the Letter of Intent, the Company will acquire all the issued and outstanding shares of GS Heli (the \"GS Heli Shares\") pursuant to a share purchase, business combination, plan of arrangement or similar structure (the \"Transaction\"). It is intended that the Transaction will constitute a \"Change of Business\" for the Company, as such term is defined in Policy 5.2 (\"Policy 5.2\") of the TSX Venture Exchange (the \"TSXV\"). Additionally, it is intended that the Transaction will constitute the Company's \"Reactivation\" under the policies of the TSXV and that upon completion of the Transaction (the \"Closing\") and satisfaction of all conditions of the TSXV, the Company as it exists upon completion of the Transaction (the \"Resulting Issuer\") will have its listing transferred from the NEX board of the TSXV (\"NEX\") to the TSXV.Transaction TermsThe material terms and conditions outlined in the Letter of Intent are non-binding on the parties and the Letter of Intent is, among other things, conditional on the execution of a definitive share purchase, arrangement, business combination or other similar form of transaction agreement (the \"Definitive Agreement\") to be negotiated between the parties. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into. The LOI was negotiated at arm's length and the terms and conditions outlined in the LOI are expected to be superseded by the Definitive Agreement.In connection with the proposed Transaction, it is currently contemplated that all the issued and outstanding GS Heli Shares will be acquired by the Company for an acquisition price of $65,000,000, subject to customary adjustments (the \"Purchase Price\"). The Purchase Price is expected to be satisfied through a combination of bank and equity financing, in prop...

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