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Seaside Signs Letter Of Intent for Proposed Qualifying Transaction Acquiring DelphX Corporation
(via TheNewswire) November 2 2017 / TheNewswire / Seaside Exploration Partners Corp. (...
About this update from Sleeping Giant Capital Corp.
[{"type":"text","content":"Seaside Signs Letter Of Intent for Proposed Qualifying Transaction Acquiring DelphX Corporation(via TheNewswire)\n \n \nNovember 2 2017 / TheNewswire / Seaside Exploration Partners Corp. (\"Seaside\" or the \"Company\"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the \"TSX-V\"), announces that it has entered into a binding letter agreement dated October 29, 2017 with DelphX Corporation (\"DelphX\") whereby Seaside will acquire all of the issued and outstanding securities of DelphX by way of a share exchange, amalgamation or such other form of business combination as the parties may determine.\n\n\n \nUpon successful completion of the proposed acquisition of the securities of DelphX (the \"Transaction\"), it is anticipated that the Company will be listed as a Tier 2 Technology issuer on the TSX-V and will carry on the business of DelphX. \n\n\n \nTransaction Summary\n\n\n \nPursuant to the Transaction, the Company will issue common shares in the capital of Seaside (\"Seaside Shares\") to the holders of common shares in the capital of DelphX (\"DelphX Shares\") on the basis of one Seaside Share for each DelphX Share. The Transaction is an arm's length transaction. There are currently 56,714,249 DelphX Shares outstanding. Upon the completion of the Transaction, it is expected that DelphX will become a wholly-owned subsidiary of the Company (the \"Resulting Issuer\"). \n\n\n \nThe Company currently has 4,000,000 Seaside Shares issued and outstanding, as well as 400,000 stock options and 160,000 broker warrants to acquire Seaside Shares, each exercisable at $0.10 per share. \n\n\n \nThe Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Transaction on or before November 30, 2017 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the completion of a private placement by DelphX of subscription receipts for gross proceeds of up to $3,500,000, as further described below, and the approval of the TSX-V and other applicable regulatory authorities. All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars.\n\n\n \nTrading in the Seaside S...