Adalan Ventures Plc (LSE:ZAIM) reached agreement on a non-binding to acquire Re-Lender S.P.A. for approximately £17.3 million on December 7, 2023. Under the terms of agreement, the Company has agreed to acquire the entire issued share capital of Re-lender in exchange for the issue of 230.3 million shares in Adalan for an approximate value of £17.3 million. In a related transaction, the Company has also agreed to acquire 100% of outstanding capital of Topos in exchange for 452.5 million shares of Adalan for an approximate value of £33.9 million.

Following completion of the Acquisitions, the Company plans to integrate the Re-Lender business with Topos's platform to allow Topos to directly access its clients. The Company has signed a term sheet with Topos and Re-Lender and their significant shareholders regarding the Acquisitions ('Term Sheet') that was inter alia conditional on completing a fundraise which the issue of shares announced on 14 November 2023 and an unsecured loan of £163,580 from Re-Lender more details of which are below. Under the Term Sheet the Company, Re-Lender S.P.A and Topos will use their reasonable endeavours to complete the Acquisitions, the readmission of Company's issued share capital to the Standard Segment of the Official List and a placing.

However, the transaction remains subject to due diligence, regulatory consents and other conditions.