Business
Reem Capital Corp. Signs Definitive Agreement with Kalron Holdings Ltd
Vancouver, British Columbia--(Newsfile Corp. - September 22, 2023) - Reem Capital Corp. (TSXV: RE...
About this update from Seegnal Inc.
[{"type":"text","content":"Reem Capital Corp. Signs Definitive Agreement with Kalron Holdings LtdVancouver, British Columbia--(Newsfile Corp. - September 22, 2023) - Reem Capital Corp. (TSXV: REEM.P) (the \"Corporation\"), a \"capital pool company\" pursuant to the policies of the TSX Venture Exchange (the \"Exchange\") announces that it has entered into a definitive securities exchange agreement dated September 22, 2023 (the \"Definitive Agreement\") with Kalron Holdings Ltd. (\"Kalron\"), Seegnal eHealth Ltd. (\"Seegnal\"), a subsidiary of Kalron, certain securityholders of Kalron and certain securityholders of Seegnal in furtherance of the Corporation's proposed Qualifying Transaction (as defined in the CPC Policy (as defined below)) (the \"Proposed Transaction\"). THE PROPOSED TRANSACTIONPursuant to the Definitive Agreement: immediately prior to closing of the Proposed Transaction, all outstanding convertible debentures and SAFEs of Kalron will be converted, in accordance with their terms, into ordinary shares of Kalron (the \"Kalron Shares\");the minority shareholder of Seegnal (other than Kalron) (the \"Seegnal Shareholder\") shall exchange, transfer and assign all shares of Seegnal held by the Seegnal Shareholder to Seegnal for cancellation in consideration of Reem Shares (as defined below); the Corporation shall acquire all of the issued and outstanding Kalron Shares by way of a securities exchange; the Corporation will exchange all options of Seegnal for options of the Corporation; and certain holders of convertible debentures of Kalron shall receive, pursuant to the terms of the purchase agreements for such convertible debentures, warrants of Reem entitling the holder thereof to purchase one Reem Share at an exercise price of $0.90 per Reem Share (post-Consolidation (as defined below)) at any time on or before the 24-month anniversary from the date of issuance. It is intended that the Proposed Transaction will constitute a reverse take-over of the Corporation by Kalron inasmuch as the former shareholders and debentureholders of Kalron will own, assuming completion of the Concurrent Financings (as defined below), approximately 88.63% of the outstanding common shares in the capital of the Corporation (the \"Reem Shares\"). The Corporation following the completion of the Proposed Transaction is herein referred to as the \"Resulting Issuer.\"The Pro...