FRX Polymers, Inc. completed the acquisition of Good2GoRTO Corp. in a reverse merger transaction.
May 15, 2022
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FRX Polymers, Inc. entered into a non-binding letter of intent to acquire Good2GoRTO Corp. in a reverse merger transaction on August 3, 2021. FRX Polymers, Inc. entered into a business combination agreement to acquire Good2GoRTO Corp. in a reverse merger transaction on November 2, 2021. Under the transaction, all of the issued and outstanding common shares of FRX will be exchanged for Post Consolidated G2GRTO Shares at an exchange ratio to be set out in the Definitive Agreement. As part of the business combination agreement, each FRX shareholder (other than G2G) that (x) either is a U.S. accredited investor or a non U.S. shareholder shall receive 1.3398 fully paid and nonassessable G2G shares in exchange for each FRX share held, and each FRX shareholder who is a U.S. non-accredited investor shall receive an amount of cash equal to CAD 1.3398 (the Per Share Closing Cash Consideration) in exchange for each FRX Share held. Upon completion of the transaction and excluding the Resulting Issuer Shares issued pursuant to the Concurrent Financing, it is anticipated that FRX shareholders will own approximately 97.9% of the issued and outstanding Resulting Issuer Shares, and Good2GoRTO's shareholders will own approximately 2.1% of the issued and outstanding resulting issuer shares. It is intended that any outstanding stock options and warrants of FRX and Good2GoRTO will be exercisable for comparable securities of the Resulting Issuer on the same economic terms. The transaction will be structured by way of an amalgamation, arrangement, takeover bid or other similar form of transaction, which will result in FRX (or a successor corporation, as the case may be) becoming a wholly-owned subsidiary of Good2GoRTO. As part of business combination agreement, the security holders of FRX and Finco will hold approximately 84,784,718 resulting issuer shares, representing approximately 84.6% of the resulting issuer shares, whereas the current shareholders of G2G will hold 1,657,143 resulting issuer shares representing approximately 1.7% of the outstanding Resulting Issuer Shares. Investors in the private placement will hold 13,000,000 resulting issuer shares representing approximately 13.0% of the outstanding resulting issuer shares and the Finders will hold 763,063 resulting issuer shares representing approximately 0.7% of the outstanding resulting issuer shares. The Offering (plus the gross proceeds from the Brokered Offerings (as defined below) shall be for a minimum of CAD 5 million and a maximum of CAD 15 million.
In connection with the Proposed Transaction, G2G will consolidate its shares on a 3.5 to 1 basis immediately prior to the closing of the proposed transaction. As a result of the transaction, the Resulting Issuer will indirectly carry on the business of FRX and will change the Resulting Issuer's name to "FRX Innovations Inc.". The Resulting Issuer will continue FRX's business in the flame-retardant product industry and be listed on the TSXV as a Tier 1 Industrial Issuer, subject to TSXV approval. Resulting Issuer Shares and Resulting Issuer Warrants to commence trading on the TSXV under the symbol FRXI. Upon completion, the current directors of Good2GoRTO (other than James Cassina) will resign and be replaced by the nominees of FRX and Good2GoRTO in accordance with corporate law and with the approval of the TSXV. It is expected that the board of directors of the Resulting Issuer on Closing will be comprised of up to seven suitable nominees with one director nominated by Good2GoRTO, with the consent of FRX and the remaining six directors nominated by FRX. Following closing the merger, the board of directors of G2G shall consist of seven directors: Ross Haghighat, James Cassina, Frank Hallam, Bernhard Mohr, Marc-Andre Lebel, Ekaterina Terskin and Fanglu Wang. Marc-Andre Lebel as Chief Executive Officer and Mark Lotz as Chief Financial Officer.
The transaction is subject to satisfactory completion of due diligence, execution of the Definitive Agreement, G2G Shareholders shall have approved the adoption of the G2G Equity Compensation Plan, completion of the Concurrent Financing, receipt of annual and interim financial statements from both Good2GoRTO and FRX, all convertible securities and debt of FRX will have been converted by or automatically convert on closing, execution of lock-up and leak-out agreement, receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV. As of February 3, 2022, private placement in connection with transaction has been completed. As of March 31, 2022, TSX Venture Exchange conditionally approved the transaction. As of March 31, 2022, transaction is expected to close in April 2022.
Odyssey Trust Company acted as transfer agent to Good2GoRTO. Melinda Park of Borden Ladner Gervais LLP and Michael H. Bison of Goodwin Procter LLP acted as legal advisors to FRX Polymers. Michael Dolphin of WeirFoulds LLP acted as legal advisor to Good2GoRTO.
FRX Polymers, Inc. completed the acquisition of Good2GoRTO Corp. in a reverse merger transaction on May 16, 2022. Prior to the completion of the Business Combination, the Resulting Issuer completed: (i) a name change from Good2GoRTO Corp. to FRX Innovations Inc., and (ii) a share consolidation of its issued and outstanding capital on the basis of one post-consolidation Resulting Issuer Share for each 3.5 pre-consolidation Resulting Issuer Shares (the Consolidation). Upon completion of the Business Combination, there were 80,003,312 Resulting Issuer Shares and 3,436,513 Resulting Issuer Warrants issued and outstanding. Subject to receiving final Exchange acceptance, the common shares of the Resulting Issuer (the Resulting Issuer Shares) are expected to resume trading on the Exchange on or about May 24, 2022, under the new name FRX Innovations Inc., on a post-Consolidation basis and under the new trading symbol FRXI. In addition, it is anticipated that warrants of the Resulting Issuer (the Resulting Issuer Warrants) will also commence trading on the Exchange under the symbol FRXI.WT on or about May 24, 2022, subject to the Exchange providing final approval of the listing of the Resulting Issuer Warrants.
FRX Innovations, Inc. is a Canada-based global manufacturing company. The Company produces a sustainable flame-retardant product, which serves various markets spanning textiles, electronics, automotive, electric vehicles (EV) and medical devices. The Company is engaged in changing flame retardant plastics and additives market. Its products include Nofia HM1100, Nofia HM5000, Nofia HM7000, Nofia HM9000, Nofia CO3000, Nofia CO6000, Nofia OL1001 and Nofia OL3001. Its products are manufactured at its manufacturing facility in the Port of Antwerp in Belgium, which is a chemical producing cluster. Its polyphosphates are produced using sustainable green chemistry principles, such as a solvent free production process, no waste by-products and near 100% atom efficiency, and are halogen, PFAS and melamine free.