Business
Vitalhub Corp. Announces Signing of Definitive Agreement for Acquisition of B Sharp Technologies Inc. and Provides Update on Private Placement and the Acquisition of H.I. Next Inc.
Toronto, Ontario--(Newsfile Corp. - August 31, 2017) - VITALHUB CORP. (TSXV: VHI) (the " Com...
About this update from Vitalhub Corp.
[{"type":"text","content":"Vitalhub Corp. Announces Signing of Definitive Agreement for Acquisition of B Sharp Technologies Inc. and Provides Update on Private Placement and the Acquisition of H.I. Next Inc.Toronto, Ontario--(Newsfile Corp. - August 31, 2017) - VITALHUB CORP. (TSXV: VHI) (the \"Company\" or \"Vitalhub\"), is pleased to announce that it has entered into a definitive acquisition agreement (the \"Agreement\") dated August 29, 2017 with all of the shareholders of B Sharp Technologies Inc. (\"B Sharp Technologies\") to purchase all of the issued and outstanding securities of B Sharp Technologies (the \"Acquisition\"). The Acquisition is expected to close on or about September 14, 2017.The purchase price for the Acquisition shall be $3,826,000 (the \"Purchase Price\"). The purchase price will be satisfied by a cash payment of $1,876,000.06 (the \"Cash Purchase Price\") and the delivery of a total of 13,928,571 common shares of Vitalhub (\"Common Shares\"), at a deemed price of $0.14 per Common Share (the \"Share Purchase Price\"), to the shareholders of B Sharp Technologies. The principal shareholders of B Sharp Technologies, Vijit Coomara, Robert Lazar and Anthony Iantorno (including their respective wholly-controlled family trusts) shall receive 5,457,171, 5,457,171 and 3,014,229 Common Shares, respectively. The Company currently has 34,424,445 Common Shares issued and outstanding. Upon completion of the Placement (as herein defined), pursuant to which the Company will issue, at minimum, an additional 28,000,000 Common Shares, and upon delivery of the Share Purchase Price, the Company will have a total 76,353,016 issued and outstanding Common Shares. Vijit Coomara, Robert Lazar and Anthony Iantorno are therefore receiving Common Shares of the Company such that they will hold approximately 7%, 7% and 4%, respectively, of the total issued and outstanding Common Shares on consummation of the Acquisition. A portion of the Cash Purchase Price will be subject to the following escrow conditions (i) 3.75% of the Purchase Price will be held in escrow for a nine (9) month period immediately following the closing date of the Acquisition, and (ii) save and except for the portion of the Share Purchase Price allocated to Anthony Iantorno, the Share Purchase Price will be released to the former B Sharp Technologies shareholders in six equal consecutive semi...