ManifestSeven entered into a definitive agreement to acquire P&P Ventures Inc. (TSXV:PPV.H) in a reverse merger transaction.
On completion of the transaction, the Directors and officers of P&P are expected to resign, and the following Board of Directors and management team is expected to be appointed: Sturges Karban as Chief Executive Officer and Director, Urban Smedeby as President, Jordan Gerber as Chief Financial Officer, Pierre Rouleau as Chief Operating Officer, Dmitry Gordeychev as Chief Investment Officer, Larry Horwitz as Corporate Secretary, Jarrod Smith, Daniel Sekers, Kristin Fox and Scott Wessler as Directors. As per amended filing on November 5, 2019, Dilshad Kasmani will serve as Chief Legal Officer, General Counsel and Corporate Secretary of the resulting entity.
The completion of the transaction remains subject to approval from third party, regulatory and shareholder approval of the matters contemplated by the agreement and the satisfactory completion of due diligence on P&P Ventures by ManifestSeven. All management, consulting, lease and rental contracts to which P&P is a party shall have been terminated. In accordance with TSXV requirements, P&P will be seeking majority of the minority shareholder approval in connection with the de-listing. The meeting of the shareholders of P&P to approve the transaction will be held on July 10, 2019. The Boards of Directors of each of P&P and ManifestSeven have unanimously resolved the transaction. As of April 10, 2019, shareholders of ManifestSeven have approved the transaction. As of July 10, 2019, the shareholders of P&P Ventures unanimously approved the transaction. As on July 14, 2020, the transaction received conditional approval from Canadian Stock Exchange. The transaction is anticipated to close on or before July 31, 2019. As of April 10, 2019, the transaction is expected to close on or before June 30, 2019. As of June 12, 2019, the transaction is expected to be completed in July 2019. As of July 11, 2019, the transaction is expected to be completed in August, 2019. As per amended filing, the transaction is expected to close on or before October 31, 2019. As of November 19, 2019, the deadline for closing the agreement has been extended to February 29, 2020. As on February 28, 2020, the agreement was further amended by the parties, by which they extended the latest closing date to April 30, 2020. As of March 30, 2020, the latest closing date was further extended to June 5, 2020. As of July 23, 2020, the deal is expected to close on or before August 31, 2020. As of September 10, 2020, the transaction is expected to close in the coming days.
Michael Woods of Woods & Company served as legal advisor to P&P Ventures and James Munro of McMillan LLP served as legal advisor to ManifestSeven on the transaction. Haywood Securities Inc. acted as financial advisor to ManifestSeven. Odyssey Trust Company acted as registrar and transfer agent for P&P Ventures.