Grafton Ventures Energy Holdings Corp. entered into a non-binding letter of intent to acquire Target Capital Inc. in a reverse merger transaction for CAD 13.6 million in a reverse merger transaction.
Completion of the transaction is conditional on obtaining all necessary regulatory and third party approvals, approval of the transaction by Grafton shareholders, completion of the consolidation of TCI common shares, TCI shall have a minimum cash, current cash receivables, cash equivalents, and Anticipated Cash Inflows, net of accounts payable and accrued liabilities, each of the directors and officers of TCI shall have provided their resignations, Eight Capital providing to the TSXV a ?Sponsor Report? that it has completed appropriate due diligence on both the transaction and the Filing Statement, TCI shall have sold, transferred or otherwise disposed of all of its IADC Shares prior to the closing, the completion of the Grafton Private Placements for minimum gross proceeds of CAD 7,000,000, each of Grafton, TCI and Zunich shall have entered into the Transition Agreement, if required, TCI shall have sold, transferred or otherwise disposed of all of its Industrial Avenue Development Corp. shares prior to the closing, and shareholder approvals for a transaction of this type, including but not limited to the approval of the TSXV, TCI and Grafton entering into a definitive agreement with respect to the transaction, the completion of the Private Placement for aggregate minimum gross proceeds of CAD 7 million, and the approval of the transaction by the shareholders of Grafton and. As of March 15, 2024, brokered private placement of 24.3 million subscription receipts of Grafton for gross proceeds of CAD 3.7 million was closed. The completion of the transaction is expected to occur in March 2024. As of March 15, 2024, completion of the transaction is expected to occur in April or May of 2024. Eight Capital is acting as exclusive financial advisor to Grafton in respect to the Transaction and the Brokered Private Placement. Scott Cochlan and Michael Pedlow of Torys LLP are acting as legal counsel to Grafton in respect of the acquisition and the Private Placement and will act as counsel to the Resulting Issuer upon completion of the transaction. Sony Gill and Ben Layton of Stikeman Elliott LLP are acting as legal counsel to TCI in respect to the transaction. Dentons Canada LLP is acting as legal counsel to the Agents in respect to the Brokered Private Placement. Odyssey Trust Company acted as registrar and transfer agent to TCI.