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Update on the transaction with Network Exploration Ltd.

Updated: Aug 8, 2019

YD Ynvisible, S.A. (“Ynvisible) and Network Exploration Ltd. (the "Company" or “Network”) (TSX.V: NET) are pleased to provide the following update with regard to the proposed acquisition (the “RTO”) of Ynvisible by Network and associated financing, as previously announced on May 3, 2016 and July 26, 2016.





Financing


Network has entered into an engagement letter with Haywood Securities Inc. ("Haywood" or the "Agent") in respect of the proposed prospectus offering which will be superseded by an agency agreement with respect to the offering, for gross proceeds of up to CAD$4.0 million through the issuance of common shares in the capital of Network (the “Network Shares”) at a price of CAD$0.30 per Network Share (the “Offering”).


The Company has granted the Agent an option (the " Over-Allotment Option"), exercisable in whole or in part, at any time and from time to time up to 48 hours prior to the closing of the Offering, to offer up to an additional 2,000,000 Network Shares at a price of CAD$0.30 per Network Share for additional proceeds of a maximum of CAD$600,000 (15% of $4,000,000) to cover over-allotments, if any.



Proposed Officers and Directors


In addition to the previously announced proposed new directors and officers, it is expected that Martin Burian will also join the Company's board, such that, assuming the approval of the Company's shareholders, the directors and officers of the Company following closing of the RTO will be as follows:


  • Jani-Mikael Kuusisto - Chief Executive Officer and Director

  • Inês Henriques – Chief Operating Officer

  • Carlos Pinheiro – Chief Technology Officer

  • Darren Urquhart – Chief Financial Officer

  • Duarte Mineiro – Director

  • Alexander Helmel – Director

  • Martin Burian – Director

  • Desmond Balakrishnan – Corporate Secretary


Mr. Burian has over eighteen years of investment banking experience. He brings a wealth of knowledge and expertise in finance, management, administration and business planning for growth companies. Within investment banking, Martin was most recently Managing Director of Investment Banking at Haywood Securities Inc. from 2010 until mid-2013, prior to which he served as President of Bolder Investment Partners from 2009 until its merger with Haywood Securities Inc. in 2010. Prior to Bolder he served as vice President of Investment Banking with Canaccord Capital and predecessor firms from 1998 to 2005. Mr. Burian obtained his Chartered Accountant and Chartered Business Valuator designations while at KPMG and obtained his Bachelor of Commerce from the University of British Columbia in 1986. He is currently an officer or director of the following public companies: Atlas Cloud Enterprises Inc., a co-locations services company, Elysee Development Corp., an investment issuer, ML Gold., a resource issuer and Canarc Resource Corp., a resource issuer listed on the Toronto Stock Exchange. Mr. Burian is currently CFO of Heffel Fine Art Auction House, Canada’s leading national firm in that sector, and has served on several not for profit associations in the education sector.



RTO


It is anticipated that Network will acquire 94.18% of the issued and outstanding shares of Ynvisible in exchange for common shares, instead of the 95.53% previously announced.

Additional Information related to the RTO and to the business of Ynvisible can be found in the news release dated July 27, 2016 and available on SEDAR.


For more information see:

http://www.networkexploration.com/docs/Network%20-%20News%20Jan%209%202017%20update%20FINAL.pdf