HerdWhistle Technologies Inc. (HWT) entered into a letter of intent to acquire Galaxy Ventures Inc. (TSXV:GXY.P) in a reverse merger transaction on March 8, 2023. Subject to the execution of a definitive agreement, Galaxy proposes to acquire from the shareholders of HWT all the issued and outstanding securities of HWT in exchange for securities of Galaxy. Upon closing of the Transaction, Galaxy will issue (i) two and one-half (2.5) common shares of Galaxy (?Payment Shares?) for each one (1) common share of HWT outstanding; and (ii) 1,250,000 Payment Shares to the HWT convertible debenture holders to redeem all outstanding HWT convertible debentures. The parties anticipate a total of 25,000,000 Payment Shares will be issued to the shareholders of HWT and an aggregate total of 26,250,000 Payment Shares are expected to be issued in connection with the Transaction, with a deemed issuance price of CAD 0.2 per share. In addition to the Exchange escrow terms, 10,000,000 Payment Shares will be subject to a further escrow to a maximum period of 36 months total (i.e., if Exchange imposes 18 month escrow period, 10,000,000 Payment Shares will be subject to a further escrow for an additional 18 month escrow period). In addition to the Exchange escrow terms, 15,000,000 Payment Shares (?Performance Shares?) Performance Shares will be subject to a further escrow to January 31, 2027 subject to earlier release on the occurrence of HWT meeting certain milestones on sales. Upon completion of the Transaction, the combined entity (the ?Resulting Issuer?) will continue the business of HWT as a Tier 2 ?technology? issuer. The Transaction is intended to constitute the ?Qualifying Transaction? of Galaxy. Subject to Exchange approval, on completion of the Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five directors, which includes, Adam Morand, Co-founder, Chief Executive Officer, and a director of HWT; Andrew Thomson, Director; Sheila Hillmer, Independent Director; Luke Caplette, Independent Director; Glenn Warkentin, Independent Director; Farida Saifee, Chief Financial Officer and Rob Carleton, Chief Operating Officer. In the event that HWT terminates the Transaction due to accepting a buy out offer from a third party, HWT will pay Galaxy a break fee of CAD 0.25 million.

The Transaction is conditional upon, among other things, (i) receipt of all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, including, but without limitation, acceptance of the Exchange; (ii) completion of due diligence to the satisfaction of the parties; (iii) approval of the board of directors of each of Galaxy and HWT to final terms and conditions of the Transaction as set forth in the Definitive Agreement (iv) the signing of the Definitive Agreement; (v) completion of all matters, and the satisfaction of all conditions (unless waived in writing), including but not limited to the completion of the Concurrent Financing; and (vi) approval of the Transaction by the shareholders of HWT.

HerdWhistle Technologies Inc. (HWT) cancelled the acquisition of Galaxy Ventures Inc. (TSXV:GXY.P) in a reverse merger transaction on June 13, 2023.