Further to the news released on May 4, 2016, YD Ynvisible S.A. (“Ynvisible”) and Network Exploration Ltd. (“Network”) (TSX.V: NET) are pleased to announce that they have entered into a share exchange agreement dated July 19, 2016 (the “SEA”), 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 SEA, 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.
Completion of the RTO is subject to a number of conditions, including acceptance of the Exchange, approval by the shareholders of Network and Ynvisible of the resolutions to be voted on at their respective shareholder meetings and completion of a $3.3 million financing, or such other amount as may be agreed to between Network, Ynvisible and the agents for the financing (the “Concurrent Financing”). The RTO cannot close until the required approvals are obtained and the other conditions to the transaction are satisfied. There can be no assurance that the RTO will be completed as proposed or at all.
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.