YD Ynvisible S.A. (“Ynvisible”) and Network Exploration Ltd. (“Network”) (TSX.V: NET) have entered into a binding letter of intent (the “LOI”) dated April 29, 2016, which sets out the basic terms and conditions pursuant to which Network will acquire 95.53% of the issued and outstanding shares of Ynvisible in exchange for common shares of Network. Pursuant to the terms of the LOI, the majority of Network’s management and directors will be replaced with nominees of Ynvisible, and the Company will issue sufficient securities such that the transaction will constitute a Change of Business Reverse Takeover (“RTO”) under the rules of the TSX Venture Exchange (the “Exchange”).
Upon successful completion of the RTO, Network will cease all operations as a mineral exploration company, and will be listed as a Tier 2 Technology Issuer on the Exchange, operating in the smart labeling space.
Network and Ynvisible have entered into the LOI setting out certain terms and conditions pursuant to which the proposed transaction will be completed. The transaction terms set out in the LOI are binding, and the RTO is subject to the parties successfully entering into a definitive business combination agreement (the “Formal Agreement”) in respect of the RTO on or before May 15, 2016, or such other date as Network and Ynvisible may mutually agree to.
The LOI also contemplates other material conditions precedent to be fulfilled prior to the closing of the RTO (the “Closing”), including, the completion of a financing to raise gross proceeds of a minimum of $3,300,000 (the “Concurrent Financing”), customary due diligence, and all requisite board and shareholder approvals being obtained.
It is expected that the RTO will be structured as a share exchange such that Ynvisible will become a wholly owned subsidiary of Network upon closing of the RTO.
Upon completion of the RTO, it is anticipated that the board of directors of the resulting issuer will be comprised of the following individuals:
Jani-Mikael Kuusisto Chief Executive Officer and Director
Inês Henriques Chief Operating Officer and Director
Carlos Pinheiro Chief Technology Officer
Darren Urquhart Chief Financial Officer
Duarte Mineiro Director
Alexander Helmel Director
Information concerning Ynvisible
Ynvisible aims to be a leading company in the emerging printed electronics sector. It is a private company incorporated under the laws of Portugal with assets located in Portugal.
Printed electronics uses new materials with electronic properties that are processable into inks and can be printed into thin layers (using conventional print house equipment) onto flexible materials, such as plastic and paper.
Ynvisible’s proprietary electrochromic displays can be the face of every smart label. Ynvisible’s displays use almost no power. They are ultra-low weight, microscopically thin, flexible, yet robust. When combined with various sensors they bring functionality and life to smart products. Given the cost and power-consumption advantages over conventional electronics, printed electronics are a key enabler of mass adoption of the Internet of Things (“IoT”). Electrochromics-based smart labels offer simple non-obtrusive human interfaces to smart IoT objects.
Ynvisible’s mix of services, materials and technology is a unique combination, which is winning favor among brand owners developing their IoT products for a huge market in its infancy. Since Ynvisible’s displays are printed, product designers can easily adapt electrochromics to the desired product design and required user experience.
Information concerning Network
Network is a company existing under the laws of British Columbia, a reporting issuer in British Columbia, Alberta and Ontario, the shares of which are listed on the Exchange. Network was previously involved in the identification, exploration and development of viable mineral properties in South America and Canada.
For more information, you can download the full press release here or access one of the financial news websites, such as Yahoo Finance: