Gefion Canada Inc. entered into a definitive business combination agreement to acquire Maclos Capital Inc. (OTCPK:LMSM.F) in a reverse merger transaction on November 19, 2018. Under the terms of the transaction, the holders of Gefion’s Class A common shares will receive one common share of Maclos for each Gefion Class A common share; the holders of Gefion’s Class B common shares will receive one multiple voting share of Maclos, for each Class B common share of Gefion, such that, following the amalgamation, but excluding the effect of the private placement financing (brokered private placement of Gefion Class A common shares), the shareholders of Gefion will hold, in the aggregate, 3.1 million common shares and 50 million voting shares. The multiple voting shares are convertible into new common shares at any time after the earlier of (i) the Resulting Issuer achieving minimum pre-tax earnings of CAD 20 million in any fiscal year or (ii) the date on which the market capitalization of the Resulting Issuer exceeds CAD 400 million. The multiple voting shares are convertible into new common shares of the Resulting Issuer on a 1:1 basis. All issued broker warrants of Gefion shall be exchanged for warrants of the Resulting Issuer on a 1:1 basis. Under the terms of the transaction agreement and prior to the amalgamation, Maclos will undertake a 17:1 share consolidation such that it will have 1.5 million common shares issued and outstanding immediately prior to the completion of the amalgamation. All existing warrants and other securities convertible into shares of Maclos will be cancelled prior to the completion of the transaction without cost or other compensation; provided that 2.4 million options to acquire common shares of Maclos which had previously expired will be reissued by Maclos. After the consolidation the options shall be exchanged for 0.14 million options of the Resulting Issuer and each such option shall be exercisable at CAD 1.02 for one new common share of the Resulting Issuer. Assuming completion of the transactions contemplated in the definitive business combination agreement, but excluding the effect of the current private placement financing, the Resulting Issuer will have 4.6 million common shares and 50 million Multiple Voting Shares outstanding, with the largest shareholder being BioPhysics Pharma, Inc. (shareholder of Gefion Canada Inc.) holding 50 million Multiple Voting Shares comprising 91.6% of the votes of common shares and Multiple Voting Shares in the aggregate. Maclos shareholders would hold an aggregate of 1.5 million new common shares of the Resulting Issuer, being approximately 2.78%. Assuming full subscription of the current private placement financing, the Resulting Issuer will have 24.6 million New Maclos common shares issued and outstanding and aggregate broker warrants entitling holders to acquire up to an additional 2.3 million new common shares. The Resulting Issuer shall seek a listing of the new common shares of Maclos on the Canadian Securities Exchange. The multiple voting shares will not be listed for trading on any exchange. Post acquisition, Maclos Capital will change its name to Gefion Holdings Inc. and will also apply to change its stock symbol. Upon completion of the transaction, the current directors and officers of Maclos will resign and it is currently expected that the proposed board of directors and senior management of the Resulting Issuer will include the following individuals: Ronald Heslegrave and Jack Altshuler will operate as Directors, James Mongiardo will operate as Chief Executive Officer and Director and Frank Manguso will operate as Chief Financial Officer of the Resulting Issuer. The transaction is subject to approval by Canadian Securities Exchange approval, shareholder approval of Maclos and Gefion Canada. The transaction also requires the resignation of the Directors of Maclos Capital. Dennis H. Peterson of Peterson McVicar LLP acted as legal advisor to Maclos Capital. Gregory H. Harris of Harris + Harris LLP acted as legal advisor to Gefion Canada. Gefion Canada Inc. cancelled the acquisition of Maclos Capital Inc. (OTCPK:LMSM.F) in a reverse merger transaction on November 19, 2019.