Berlin, Germany--(Newsfile Corp. - April 1, 2024) - Tedea Technological Development and Automation Ltd. (the "Company") announces today that it has provided to RAM.ON GmbH (formerly RAM.ON finance GmbH) ("RAM.ON") an option (the "Option") to purchase from the Company 6,193,740 ordinary shares of oceansix future paths Ltd. ("oceansix", and its ordinary shares being the "oceansix Shares"), which may be increased by an additional amount of up to 2,531,573 oceansix Shares for an aggregate total of 8,725,313 oceansix Shares (the "Option Shares"), in exchange for RAM.ON assuming certain funding obligations that the Company has to oceansix, pursuant to an option agreement entered into between the Company and RAM.ON (the "Option Agreement"). Pursuant to the Option Agreement, the Option Shares can be purchased from the Company at a price of CDN $0.065 per share for a period of 24 months from the date hereof. The Company has agreed to place the Option Shares into escrow with a third party to ensure the Option can be dully exercised in accordance with its terms.
As of the date hereof, the Company beneficially owns, or exercises control or direction over 29,879,500 oceansix Shares (and (i) vested warrants entitling the Company to acquire an additional 2,296,886 oceansix Shares and (ii) unvested warrant entitling the Company to acquire an additional 2,756,264 oceansix Shares), or 19.11% (or (i) 20.27% upon the exercise of all of its vested warrants or (ii) 21.16% upon the exercise of all its vested and unvested warrants) of the 156,387,006 issued and outstanding oceansix Shares. If RAM.ON were to exercise the entirety of the Option (including the additional Option Shares), the Company would beneficially own, or exercise control or direction over 21,154,187 oceansix Shares (and vested warrants entitling the Company to acquire an additional 2,296,886 oceansix Shares and unvested warrants entitling the Company to acquire an additional 2,756,264 oceansix Shares, unchanged by the exercise of the Option), or approximately 13.52% (or (i)14.78% upon the exercise of all of its vested warrants or (ii) 16.23% upon the exercise of all of its vested and unvested warrants) of the issued and outstanding oceansix Shares.
For the purposes of National Instrument 62-103 --"The Early Warning System and Related Take-Over Bid and Insider Reporting Issues" ("NI 62-103"), the Company is considered a joint actor with RAM.ON and Sullam Holdings L.R. Ltd., (the "Joint Actors"), in that they are each considered to be acting jointly and in concert with one another in respect of their security ownership of oceansix.
As of the date hereof, the Joint Actors beneficially own, or exercise control or direction over 91,386,037 oceansix Shares (representing approximately 58.43% of the issued and outstanding oceansix Shares on a non-diluted basis), and 226,197,300 oceansix Shares (representing 72.75% of the issued and outstanding oceansix Shares on a fully diluted basis) as a result of the Joint Actors as a group holding warrants to acquire 10,106,300 oceansix Shares as well as possible earn-out obligations from oceansix to the Company based on certain milestones. There are no changes in the aggregate securityholdings in oceansix of the Joint Actors as a result of the entering into of the Option, or any exercise thereof.
The Company may, depending on various factors including, without limitation, market and other conditions, increase or decrease its beneficial ownership, control or direction over its oceansix Shares or other securities of oceansix, through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise.
This news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The Company will file an early warning report in connection with the above noted matters on SEDAR at www.sedar.com under oceansix's issuer profile. To obtain a copy of the early warning report once filed, please contact Elad Hameiri, Chief Executive Officer of the Issuer, at +34 673-435-571 or elad@oceansix.com, or refer to SEDAR at www.sedar.com under the issuer profile of oceansix.
The granting by the Company of the Option did not (and any Option Shares which may be transferred from the exercise of the Option, will not) take place through the facilities of any stock exchange or other marketplace. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
For further information, please contact:
Tedea Technological Development and Automation Ltd.
Mordechai Gorfung, CEO and Director
Telephone:+ 972-9-9602010
Email: mota@tedea.com
Address: Medinat Ha-Yehudim 85, Herzliya, Israel 4676672
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/203899
SOURCE: Tedea Technological Development and Automation Ltd.
