Tevano Payment Systems Inc. entered into a binding letter agreement to acquire RBI Ventures Ltd. (TSXV:RBI.H) in a reverse merger transaction on January 8, 2020. Tevano Payment Systems Inc. entered into an amalgamation agreement to acquire RBI Ventures Ltd. (TSXV:RBI.H) in a reverse merger transaction on September 17, 2020. Under the terms of the transaction, RBI Ventures Ltd. will issue 1 post-consolidated share for each share of Tevano Payment Systems Inc. and issue warrants to acquire post-consolidated shares of RBI Ventures Ltd. to the holders of warrants of Tevano Payment Systems Inc., on a one-for-one basis, exercisable on equivalent terms. Tevano will advance to RBI a non-refundable payment of CAD 0.03 million, of which CAD 0.02 million was paid on signing the amalgamation agreement and CAD 0.02 million is due on the earlier of the closing date of the amalgamation or September 30, 2020. In conjunction with the Acquisition, the RBI Ventures will change its name to Tevano Systems Holdings Inc., new directors will be appointed to RBI Ventures Board of Directors. The transaction will constitute a change of business for RBI Ventures Ltd. and RBI Ventures Ltd. will seek to delist from the TSX Venture Exchange and re-list on the Canadian Securities Exchange.

The transaction is subject consolidation of common shares of RBI Ventures Ltd. on a 3.5-to-one basis, Tevano Payment Systems Inc. completing a private placement to raise up to CAD 3 million through the issuance of up to 15 million shares at CAD 0.20 per share, Tevano Payment Systems Inc. advancing to RBI Ventures Ltd. a deposit of CAD 0.1 million for it to settle its outstanding liabilities, such that at closing RBI Ventures Ltd. will have no debts, the Board of Directors and senior officers of RBI Ventures Ltd. being replaced with representatives nominated by Tevano Payment Systems Inc., payment of finder's fee, the requisite majorities of the holders of RBI's shares (and the Tevano shareholders, receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the CSE and entering into definitive agreements for the transaction. The change of business and other matters will be subject to shareholders' approval and as such RBI Ventures Ltd. anticipates obtaining written consents from shareholders holding more than 50% of the issued and outstanding shares of RBI Ventures Ltd. or calling a special meeting of its shareholders. Upon raising CAD 3 million, Tevano will advance to RBI a deposit of CAD 0.1 million for it to settle its outstanding liabilities, such that at closing RBI will have no debts, other than up to CAD 25,000 in costs associated with the transaction which Tevano has agreed to pay. The transaction is subject to completion of due diligence investigations as well as various regulatory approvals. As of December 4, 2020, all matters concerning the proposed transaction with Tevano Systems were approved at the RBI Ventures's Annual General Meeting. Accordingly, shareholders also approved the new Board of Directors who will assume their positions upon closing of the transaction, and approved delisting from the TSX Venture Exchange. As of March 2, 2021, upon being voluntarily delisted from the TSX-V, RBI Ventures will implement its change of name to “Tevano Systems Holdings Inc.” RBI Ventures has received conditional approval to list its common shares on the Canadian Securities Exchange on close of the Transaction and delivery of final documentation to the CSE. As of March 2, 2021, the transaction is expected to close in next few days.

Jeffrey B. Lightfoot of Owen Bird Law Corporation acted as legal advisor, and Computershare Investor Services Inc. acted as transfer agent to RBI Ventures. Alixe Cormick of Venture Law Corporation acted as legal advisor to Tevano Systems.

Tevano Payment Systems Inc. completed the acquisition of RBI Ventures Ltd. (TSXV:RBI.H) in a reverse merger transaction on March 15, 2021. As a result, RBI changed its name from “RBI Ventures Ltd.” to “Tevano Systems Holdings Inc.”, and consolidated its outstanding common shares on a 3.5-to-1 basis. As part of the transaction, the Board of Directors of the resulting issuer was reconstituted to consist of John Benjamin Sawchuk, David Hardave Bajwa, Gordon Keith and Christian Scovenna and new officers have been appointed: John Benjamin has been appointed Chairman; David Hardave Bajwa has been appointed Chief Executive Officer; Eugene Hodgson has been appointed Chief Financial Officer and Corporate Secretary; Slawek Wesierski has been appointed as Chief Technology Officer; and Chad Rissanen has been appointed Chief Revenue Officer. RBI has received conditional approval to list its common shares on the CSE subject to completion of customary listing requirements of the CSE, including receipt of all required documentation. Tevano Systems Inc. continued with the business of Tevano and common shares were listed on the CSE on March 19, 2021.