Vancouver - Nexco Resources Inc. (the 'Company' or 'Nexco') is pleased to provide the following update on the Company's previously announced acquisition (the 'Transaction') of Soter Technologies, LLC ('Soter' or 'Soter Technologies').
The Company and Soter Technologies continue to work towards completion of the Transaction and have entered into an amended and restated definitive agreement dated June 10, 2022 (the 'Amended Agreement') with the owners of Soter (the 'Soter Vendors'), amending and restating the original definitive agreement among the same parties dated May 25, 2021, as amended on July 9, 2021, in order to extend the completion deadline for the Transaction to November 1, 2022, and to provide for certain other amendments to the terms of the Transaction. Delays have been largely pandemic related. The parties continue to work towards completing the Transaction by the new completion deadline of November 1, 2022.
The principal new material terms of the Amended Agreement include: the final tranche in the amount of US$300,000 of a bridge loan (the 'Bridge Loan') in the aggregate amount of US$3.6 million will be advanced by the Company to Soter within two business days of the date that the Company receives full access to Soter Technologies' financial records (and in connection with the amended terms of the Bridge Loan, the Company and Soter intend to enter into an amended and restated loan agreement and general security agreement, providing for a secured interest granted by Soter to the Company over all present and after acquired property of Soter). On closing of the Transaction (the 'Closing'), the Bridge Loan will be deemed to be an inter-company loan; the equity concurrent financing to be completed by the Company prior to the Closing will be for minimum aggregate proceeds of $4,500,000, instead of $6,500,000, as under the original agreement. The reason for the reduction in financing proceeds is due to more robust sales post pandemic and more rapid progress on developing new technology; certain changes to various business objective and revenue milestones, which if achieved, would result in: (i) up to 38,815,675 earn-out consideration shares of the Company being issuable to the Soter Vendors, and (ii) up to 4,184,325 performance share units, issued to employees and consultants of Soter at the Closing, being vested and becoming exercisable into common shares of the Company ('Shares'); the number of restricted share units ('RSUs') of the Company issuable to employees and consultants of Soter at the Closing has been reduced from 4,233,800 to 2,233,800 RSUs, which RSUs will vest and become exercisable into Shares immediately upon the Closing and 2 the Company may choose to bring in consulting expertise to assist in preparation of required regulatory filings.
Contact:
Zayn Kalyan
Tel: 778-938-3367
Email: zayn@altuscapital.ca
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Transaction and the completion thereof. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: that the parties may not be able to satisfy the conditions to closing of the Transaction; general market conditions; risks associated with the COVID-19 pandemic and other factors beyond the control of the parties. Nexco expressly disclaims any intention or obligation to update or revise any forward-looking 3 statements whether as a result of new information, future events or otherwise, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.
NEXCO RESOURCES INC. 
