Euroclub Holding Ltd. entered into a binding letter of intent to acquire Sojourn Ventures Inc. (TSXV:SOJ) in a reverse merger transaction on December 28, 2015. Under the terms of the transaction, shareholders of Euroclub will receive approximately 152.17 million common shares of Sojourn, representing approximately 91% of Sojourn before giving effect to the placement. Sojourn will undertake a private placement of its common shares for gross proceeds of up to CAD 1 million. As part of the transaction, Sojourn will loan Euroclub CAD 0.1 million. Nick Mellios of Vancouver British Columbia is a majority and controlling shareholder of Euroclub and he will remain a majority shareholder of the resulting issuer post completion.

Post completion, Sojourn will change its name to align with the new global brand Euroclub is developing and shall carry on the business presently carried on by Euroclub. If Euroclub elects not to proceed with the transaction, the loan will become immediately due and payable within 10 days of failure to complete with a penalty of CAD 0.03 million and in the event that Sojourn elects not to proceed with the transaction, the loan amount will be reduced by CAD 0.03 million.

The number of members for the Board of Directors for the resulting issuer will be set at five, with Euroclub appointing two members and Sojourn appointing one. Nick Mellios from Euroclub and John Meekison from Sojourn will be appointed to Board of Directors of the resulting issuer with a second Director from Euroclub to be appointed prior to closing. Two additional independent Board of Directors members will be appointed by mutual agreement of Sojourn and Euroclub. Current Board of Directors members of Sojourn not appointed to the board of the resulting issuer will resign. As of March 30, 2016, the proposed Board of Directors for the new company has been set at 5 members and will initially include Patrick Martin, Sachin Pawa, Nick Mellios and John Meekison, with a fifth member to be appointed in the near future. The initial management team will include Nick Mellios as Chief Executive Officer and John Meekison as Chief Financial Officer.

The transaction is subject to completion of the placement; receipt of all required shareholder approvals from Sojourn's shareholders; Sojourn having a minimum cash balance at the closing date; accuracy of the representations and warranties contained in the definitive agreement as of the closing date; no material adverse change with respect to the Parties will have occurred; receipt of all required regulatory (including TSXV approval), stock exchange, creditor, court and security holder approvals; consents, waivers exemptions and orders; Euroclub holding all licenses, rights, intellectual property and any other assets necessary for the operation of its business; satisfactory completion of due diligence by both Euroclub and Sojourn; and approval by Sojourn's Board of Directors. The loan is subject to TSX Venture Exchange approval, and will be paid out to Euroclub within ten days of obtaining such approval. If either party exercises its right to terminate the Transaction if TSX Venture Exchange approval is not received on or before May 31, 2016, either party may elect not to proceed without penalty. Global Maxfin Capital Inc. acted as the sponsor for Sojourn.

Euroclub Holding Ltd. cancelled the acquisition of Sojourn Ventures Inc. (TSXV:SOJ) in a reverse merger transaction on September 23, 2016. The timelines to effect the going public process became too protracted for Sojourn.