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VANCOUVER, BC / ACCESSWIRE / July 12, 2024 / Metavista3D Inc. (formerly 1344340 B.C. Ltd.) ("Metavista3D" or the "Company") announces that it has agreed to complete a series of transactions with psHolix AG ("PsHolix"), the shareholders of PsHolix (the "PsHolix Shareholders"), and 1448125 B.C. Ltd. ("Finco") that will see Metavista3D acquire all of the issued and outstanding shares of PsHolix and Finco (the "Transaction") together with a concurrent application to list the resulting issuer shares on the TSX Venture Exchange (the "Exchange"), as more particularly described in this news release. The proposed Transaction will be effected through a share exchange agreement (the "SEA") among the Company, PsHolix, and the PsHolix Shareholders and a business combination agreement (the "BCA") among the Company and Finco. The Transaction is conditional on PsHolix and the Company completing the Private Placements (as defined below) and the Exchange approving the listing of the common shares of the Company following the Transaction ("Resulting Issuer Shares") and other customary conditions.
About PsHolix
PsHolix is a research and development company in the pseudo-holographic display technologies sector focused on developing AI-based displays for spatial reality without requiring the viewer to use 3D glasses. PsHolix's technology is protected by 23 patents in various jurisdictions, which are the basis for its "naked eye 3D" system based on Super-Multiview technology. PsHolix's "stereo base extension" technology provides greater depth into the image and resolves the vergence/accommodation conflict which can cause headaches due to eye strain if one looks at 3D displays for a longer period of time. These patents are the foundational technology and processes applied in its 3D (pseudoholographic) displays, hardware & software, which can be applied in various direct to consumer technologies as well as cross-industry applications such as metaverse, gaming, video conferencing, automotive (digital mirrors), and medical applications.
Transaction Details
The Company shall acquire all of the issued and outstanding common shares in the capital of PsHolix from the PsHolix Shareholders in exchange for 42,000,000 post-Consolidation (as defined below) common shares of the Company (the "Metavista3D Shares"). In connection with the Transaction, PsHolix shall settle CHF 2,852,786 of debt outstanding on the books of PsHolix by the issuance of PsHolix Shares which shall be exchanged on closing of the Transaction for an additional 40,582,584 Resulting Issuer Shares (the "PsHolix Debt Settlement"). The Transaction will result in the existing holders of PsHolix shares (including the holders of PsHolix Shares resulting from the PsHolix Debt Settlement) becoming holders of Resulting Issuer Shares. PsHolix will be a wholly-owned subsidiary of Metavista3D post-Transaction and the resulting entity from the Transaction (the "Resulting Issuer") will continue the business of PsHolix as a company.
Additionally, the PsHolix Shareholders shall be granted certain minority protection rights pursuant to a shareholders rights agreement whereby the PsHolix Shareholders shall be granted the rights to: (i) exclusively nominate two directors of the Company for a period of 3 years, (ii) require express approval for any transactions outside of the normal course of business, including the disposition of PsHolix's patents, and (iii) the grant of pre-emptive rights for the sale of any additional PsHolix Shares.
Certain Resulting Issuer Shares to be issued pursuant to the Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to "Principals" and certain non-principal holders of Resulting Issuer Shares subject to "Seed Share Restrictions" (as defined under the policies of the Exchange), which will be subject to the escrow requirements of the Exchange.
The Transaction is intended to be completed immediately prior to the listing of the Resulting Issuer Shares on the Exchange and will result in the business combination of Metavista3D, Finco, and PsHolix. On completion of the Transaction, Metavista3D is expected to qualify as a Tier 2 technology issuer on the Exchange.
Consolidation
Pursuant to the SEA and BCA, the Company has agreed to consolidate the Metavista3D Shares on the basis of 1 post-Consolidation Metavista3D Share for each 3.33 pre-Consolidation Metavista3D Shares (the "Consolidation"). The Company currently has 58,000,000 Metavista3D Shares issued and outstanding, such that immediately following the Consolidation and prior to completion of the Transaction, 17,417,416 Metavista3D Shares will be issued and outstanding.
Financing Matters
PsHolix intends to complete a non-brokered private placement of common shares (the "Financing Shares") at an issuance price of $1.89 per PsHolix Share for aggregate gross proceeds of at least CAD$5,000,000 (the "PsHolix Financing"). On closing of the Transaction, the Financing Shares shall be exchanged for Resulting Issuer Shares on the basis of 4.2 Resulting Issuer Shares for each Financing Share held. The net proceeds of the PsHolix Financing will be placed in escrow and released to PsHolix subject to the satisfaction or waiver of a number of conditions including the completion of the Transaction.
Additionally, the Company shall enter into a business combination agreement with 1448125 B.C. Ltd. ("Finco"), a special purpose company incorporated solely for the purposes of the Finco Financing (as defined below), whereby Finco and a wholly owned subsidiary of the Company shall be amalgamated under the Business Corporations Act (British Columbia) pursuant to which all Finco shareholders will exchange their Finco Shares held for Resulting Issuer Shares, on a one-for-one basis. Finco will be wound up into the Company and the assets of Finco (which consist of the funds received by Finco pursuant to the Finco Financing, net of expenses) will be transferred to the Company by operation of law. Finco shall, prior to closing of the Transaction, complete a non-brokered private placement of up to 1,333,333 common shares in the capital of Finco (the "Finco Shares") at a price of $0.45 per Finco Share for aggregate gross proceeds to Finco of up to CAD$600,000 (the "Finco Financing", each of the PsHolix Financing and Finco Financing, collectively the "Private Placements").
The securities to be offered in the Private Placements have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Exchange Matters
As at the date hereof, neither the common shares of Metavista3D nor the common shares of PsHolix are listed on any stock exchange. A condition precedent to completion of the Transaction is the conditional approval of the listing of the Resulting Issuer Shares on the Exchange. A listing application in respect of the Resulting Issuer Shares, which will include further details of the Transaction, will be filed on Metavista3D's issuer profile on SEDAR+ at www.sedarplus.ca, provided the Exchange's conditional approval of the listing of the Resulting Issuer Shares has been obtained. There can be no assurance that the Exchange will grant such conditional approval or that the Transaction will be completed as proposed or at all.
Sponsorship of a reverse take-over transaction is required by the Exchange unless exemptions have been granted in accordance with the policies of the Exchange. Metavista3D and PsHolix intend to apply for an exemption from the sponsorship requirements based upon the exemptions available under the policies of the Exchange. There is no assurance that Metavista3D and PsHolix will ultimately obtain an exemption from sponsorship.
About Metavista3D Inc.
Metavista3D Inc. is a reporting issuer in British Columbia and Alberta that is seeking to develop or acquire viable commercial assets in the technology sector.
For further information, please contact:
Brendan Purdy
Legal Counsel
Phone: 416-276-4581
Email: brendan@fishpurdy.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and receipt of all required shareholder approvals. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Metavista3D and PsHolix was supplied by the parties, respectively, for inclusion herein, and Metavista3D and its directors and officers have relied on PsHolix for any information concerning such party.
Notice Regarding Forward-Looking Information:
This news release contains forward-looking statements including but not limited to statements regarding the Company's business, assets or investments, as well other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, investor interest in the business and prospects of the Company.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
SOURCE: Metavista3D Inc.
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