Cleantek Industries Inc completed the acquisition of Raise Production Inc. in a reverse merger transaction for CAD 32.5 million.
The transaction is subject to completion of the financing for minimum gross proceeds of not less than CAD 10.0 million; receipt of Court; Raise and Cleantek shareholder, approval of the transaction; receipt of TSX-V conditional approval for the Transaction and the issuance of Raise Shares pursuant to the Transaction; the completion by Raise of a consolidation of its share capital on a 58.3 for one basis; and receipt of all regulatory, governmental and third party approvals required prior to completion. All the directors and executive officers of Cleantek and certain shareholders of Cleantek, collectively holding approximately 70% of the issued and outstanding Cleantek Shares, have entered into voting support agreements. All of the directors and executive officers of Raise and certain shareholders of Raise, collectively holding approximately 44% of the issued and outstanding Raise Shares, have entered into Voting Support Agreements. Pursuant to the Voting Support Agreements, the Cleantek Supporting Shareholders and Raise Supporting Shareholders have agreed, among other things, to vote all of their Shares in favor of the Transaction at each of the special meetings of holders of Cleantek Shares and Raise Shares to be held to consider the Transaction, and to otherwise support the Transaction, subject to the provisions of such Voting Support Agreements. As of August 4, 2021, the syndicate of investment dealers (the "Agents") led by Eight Capital, and including Echelon Wealth Partners, Cormark Securities Inc. and Raymond James Ltd., have fully allocated CAD 10 million of the Financing, including a President's List in excess of CAD 1 million. The financing is expected to close on or about August 31, 2021. The Cleantek Board has unanimously determined, following consultation with its legal and financial advisors and the receipt of the recommendation of the Cleantek Special Committee and the Cleantek Fairness Opinions, that the Arrangement is in the best interests of Cleantek. The transaction is expected to be completed on or around September 30, 2021. If the Arrangement is approved by the Cleantek Shareholders and the Raise Shareholders and all other conditions to the implementation of the Arrangement are satisfied or waived, Cleantek and Raise anticipate that the Arrangement will become effective on or about October 28, 2021.
Eight Capital Corp. acted as financial advisor to Cleantek. Eight Capital has provided a formal opinion that, subject to the assumptions and limitations upon which the opinion is based, the consideration to be received by the Cleantek Shareholders pursuant to the terms of the transaction is fair, from a financial point of view, to the Cleantek shareholders. Sony Gill of Stikeman Elliott LLP acted as legal advisor for Raise and Janan Paskaran of Torys LLP acted as legal advisor for Cleantek. Odyssey Trust Company served as transfer agent to Raise Production. Olympia Trust Company Inc. served as transfer agent for Cleantek Industries. Whitehorn Merchant Capital Inc. acted as financial advisor and fairness opinion provider for Cleantek.
Cleantek Industries Inc completed the acquisition of Raise Production Inc. (TSXV:RPC) in a reverse merger transaction for CAD 32.5 million on October 29, 2021. Trading of the Resulting Issuer Shares is expected to commence on or about November 4, 2021. The trading symbol of the Resulting Issuer will be "CTEK".