Petrox Announces Proposed Transaction with Good Time Mega Trade International Limited

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[{"type":"text","content":"Petrox Announces Proposed Transaction with Good Time Mega Trade International LimitedCalgary, Alberta--(Newsfile Corp. - January 28, 2020) -  Petrox Resources Ltd. (TSXV: PTC) (\"Petrox\") is pleased to announce that it has signed a non-binding letter of intent effective January 26, 2020 (the \"LOI\") with Good Time Mega International Trade Limited, a private company with limited liability organized under the laws of Hong Kong (\"Good Time\"). The LOI outlines the general terms and conditions pursuant to which Petrox and Good Time would be willing to complete a transaction that would result in a reverse take-over of Petrox by the securityholders of Good Time (the \"Transaction\"). The Transaction, if approved, would constitute a Reverse Takeover transaction and a Change of Business under the policies of the TSX Venture Exchange (the \"TSXV\") and the company will continue as an Industrial Issuer under the policies of the TSXV.The Transaction is an Arm's Length Transaction (as defined in the policies of the TSXV). No Non-Arm's Length Parties (as defined in the policies of the TSXV) of Petrox have any interest in Good Time or the assets of Good Time and no Non-Arm's Length Parties of Good Time have an interest in Petrox or its assets. The LOI provides that pursuant to the Transaction, Petrox will complete a 10:1 consolidation of its common shares and that Petrox will acquire all of the issued and outstanding shares of Good Time from the existing shareholders of Good Time in exchange for 35,325,484 post-consolidation shares of Petrox at a deemed price of $0.05 per share for a total deemed price of $1,766,274.20. The LOI provides that if the consolidation is completed other than on a 10:1 basis, the number of Petrox shares that will be issued in exchange for the Good Time shares will be adjusted accordingly. If the issuance of the 35,325,484 common shares would result in the public float (as defined in TSXV policies) of common shares of Petrox being less than 20% of the total issued common shares of Petrox after the Transaction, then Petrox shall issue a combination of common shares and preferred shares convertible into common shares on a one for one basis, such that the number of common shares issued under the Transaction shall equal 20% of the total issued common shares of Petrox and the remainder shall be convertible preferr...

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