Oleavicin LLC entered into a letter of intent to acquire Dragonfly Capital Corp. (TSXV:DRC.H) in a reverse merger transaction.
As of November 16, 2015, Dragonfly Capital and Oleavicin extended its letter of intent. Dragonfly has completed to its satisfaction all due diligence and is in the process of retaining a sponsor and arranging financing. Oleavicin is in the process of finalizing its last three years of audited financial statements as required for this transaction to complete.
As announced on March 24, 2017, Oleavicin LLC entered into a new letter of intent to acquire Dragonfly Capital on March 22, 2017. The letter supersedes the letter of intent entered into on July 1, 2015. Dragonfly Capital will issue 25 million shares as consideration for acquiring all of the membership interests of Oleavicin. Dragonfly Capital will also undertake a private placement of a minimum of 4 million units and a maximum of 7 million units. On closing of the acquisition and financing, the members of Oleavicin will together hold approximately 71% of the total issued and outstanding common shares of Dragonfly. Upon completion of the transaction, the new five person Board of Directors of Dragonfly is to be comprised of Harry Chew, Sonny Chew, Trent Hunter, Craig Makela and Cindy Makela. Craig Makela will serve as President and Chief Executive Officer, Harry Chew as Chief Financial Officer, Cindy Makela as Vice-President, Marketing and Sonny Chew as Secretary of Dragonfly Capital. The transaction is subject to approval of Toronto Stock Exchange, completion by Dragonfly of its due diligence reviews of Oleavicin prior to April 30, 2017, receipt of historical audited financial statements of Oleavicin and certain other valuations or assessments, execution of the share exchange agreement, acceptance of the share exchange agreement by the NEX, shareholder approval of Dragonfly, closing of the concurrent financing of a minimum of CAD 6 million and the entering into employment and management agreements, including non-competition terms, with Craig Makela, Cindy Makela and Harry Chew.