Globalive Technology Inc. (TSXV:LIVE) signed a binding letter agreement to acquire Socati Corp. for approximately $25 million on June 3, 2020. Under the consideration, Globalive will be issuing common shares to Socati shareholders at a price per share calculated by dividing the value of all assets remaining in Globalive on closing divided by the number of issued and outstanding common shares of Globalive on a fully diluted basis upon closing along with $0.5 million. The terms of the transaction contemplate that, with the exception of cash and cash-equivalents, Globalive's existing business, assets and liabilities, including its technology venture subsidiaries and their intellectual property, its interest in Flexiti Financial Inc. and its affiliates and some or all of its technology investments ("Legacy Assets") will be transferred to a third-party that is to be determined, with the value of the Legacy Assets captured or distributed to the shareholders of Globalive immediately prior to the transaction (Spin-Off). The investment assets, which are not transferred prior to closing the transaction, will be valued as at the closing date and included in the calculation of the price per share. Prior to the completion of the transaction, Globalive Technology and Socati will seek to complete a private placement of subscription receipts for aggregate gross proceeds of up to $5 million on terms to be determined. Following the completion of the transaction, the name of the resulting issuer will be changed to a name to be determined by Socati. Upon completion, Josh Epstein will serve as Chief Executive Officer and Director, Brian Goldberg as Chief Financial Officer, Leon Ojalvo as Chief Commercial Officer, Rusty Sutterlin as Chief Science Officer, Brad Kelley as Chief Operating Officer, Mark Elfenbein as Chief Revenue Officer, Scott Seder as Senior Vice President of Regulatory Affairs and Lorne Abony as Chairman and Director. Edward Lonergan, Eric Ball, and Anthony Lacavera will also join as Directors. The transaction is subject to Globalive continue to be listed on the TSX Venture Exchange, approval from both directors and shareholders of both Socati and Globalive, receipt of any necessary exchange, regulatory and third party approval and consents. The transaction is also subject to Globalive holding cash and cash equivalents of no less than $4.5 million on closing of the transaction and the completion of the Spin-Off on terms satisfactory to the parties.