RewardStream, Inc. entered into an agreement to acquire Manado Gold Corp. in a reverse merger transaction.
The transaction is subject to completion of two part and parcel private placements including, an interim private placement of 12 million units at a price of CAD 0.05 per unit, which will be completed prior to closing to provide interim financing from Manado to RewardStream of CAD 0.5 million and to pay costs of the re-organization and a subsequent private placement to be completed concurrently with closing of the transaction consisting of 5.36 million units of merged entity at a price of CAD 0.28 per unit. The transaction is also subject to a number of conditions including, completion of the transfer of Manado's mineral properties to the subsidiary and the assumption by the subsidiary of all obligations related to Manado's mineral properties, shareholder approvals by both Manado and RewardStream, termination of all Manado and RewardStream option agreements, exercise of all RewardStream outstanding warrants, the entry by RewardStream shareholders into escrow agreements and the entry of RewardStream shareholders who are not required to be escrowed into pooling agents providing for releases of shares over a one-year period, the advance of CAD 0.5 million by way of loans to RewardStream from Manado, regulatory approvals, including TSX Venture Exchange approval and the payment by Manado of all amounts owed to Manado Directors and Officers. RewardStream Solutions Inc. will pay a finder's fee consisting of CAD 35,000 cash and 0.9 million of its common shares to Denise Trainor of Vancouver, BC. On January 31, 2016, the transaction was approved by the shareholders of Manado. The transaction has been approved by the shareholders of RewardStream. Computershare Investor Services Inc. acted as transfer agent for RewardStream, Inc. and Manado Gold. Smythe LLP acted as accountant for RewardStream and Davidson & Company LLP acted as accountant for Manado Gold.