Vancouver, British Columbia: Ynvisible Interactive Inc. (formerly, Network Exploration Ltd.) (the "Company") (TSX.V: YNV) is pleased to announce the completion, effective January 19, 2018, of its previously announced transaction with YD Ynvisible, S.A., (“Ynvisible”), whereby the Company has acquired 94.19% of the issued and outstanding common shares of Ynvisible, which acquisition constitutes a reverse takeover transaction (the “RTO”) pursuant to the policies of the TSX Venture Exchange (the “TSXV”).
The RTO was completed pursuant to the terms of a share exchange agreement dated effective July 19, 2016, as amended, (the “Share Exchange Agreement”) among the Company, Ynvisible and certain shareholders of Ynvisible. In consideration of the acquisition of 94.19% of Ynvisible's shares, and pursuant to the terms of the Share Exchange Agreement, the Company has issued 24,650,950 common shares of the Company (“Shares”) at a deemed price of $0.30 per Share. The Company also issued 1,340,881 Shares to an arm’s length finder as payment of a finder’s fee in connection with the RTO. Additional Information related to the RTO and to the business of Ynvisible can be found in the Company’s prospectus dated December 27, 2017 which was filed with securities regulatory authorities in all of the provinces of Canada except Quebec (the “Prospectus”) and which is available on SEDAR. The Company’s shares, which have been halted since announcing the RTO on May 2, 2016, will resume trading on the TSXV on Tuesday, January 23, 2018 under the symbol “YNV”.
In addition, the Company is pleased to announce that it has closed its previously announced prospectus offering, including the full exercise of the over-allotment option, raising gross proceeds of $4,599,999.60 for the Company. Haywood Securities Inc. (the "Agent") acted as agent with respect to the sale of 15,333,332 Shares at a price of $0.30 per Share (the"Offering"). The Shares were sold pursuant to an agency agreement dated December 27, 2017 among the Company, Ynvisible and the Agent (the "Agency Agreement"). In consideration for the services performed by the Agent under the Agency Agreement, the Company paid the Agent a cash commission equal to 7.5% of gross proceeds raised from purchasers not on the president's list, comprised of investors introduced by the Company to the Agent (the "President's List"), and 2.5% of gross proceeds raised from purchasers on the President's List. In addition, the Company paid the Agent a corporate finance fee payable partially in cash and partially by way of 83,333 Shares, issued at a deemed price equal to $0.30 per Share. The Company also paid the reasonable expenses of the Agent. The net proceeds of the Offering are expected to fund the ongoing development of the Company’s business and for general working capital.
The Company wishes to announce the resignation of officer Alexander Helmel, President and CEO, effective January 19, 2018 (Mr. Helmel will remain a Director of the Company). The Company also wishes to announce the resignations of Directors Robert Friesen and Richard Vaive effective January 19, 2018. The Company wishes to thank them for their efforts and wishes them well in future endeavours.
In connection with the completion of the RTO, Mr. Jani-Mikael Kuusisto has been appointed Chief Executive Officer and Director. Ms. Inês Henriques has been appointed Chief Operating Officer. Mr. Carlos Pinheiro has been appointed Chief Technology Officer. Mr. Duarte Mineiro and Mr. Martin Burian have each been appointed as Directors of the Company.
The full news release and the Prospectus can be found on SEDAR.