Item 1.01 Entry into a Material Definitive Agreement
On
Securities Exchange Agreement
Pursuant to that certain securities exchange agreement (the "Securities Exchange
Agreement") by and among TGS on the one hand and the Company,
Prior to the execution of the Securities Exchange Agreement, NextTrip issued an
aggregate of 915,000 units in NextTrip to Messrs. Kerby and Monaco to resolve
certain management unit issuances provided for in NextTrip's Operating Agreement
as consideration for services rendered. Kerby is the current Co-Chief Executive
Officer and a director of the Company and
As a condition of closing the Transaction, TGS shall hold a shareholder meeting as soon as reasonably practicable to approve the Transaction, the form of Amendment to Articles of TGS (as described below), a 40:1 share consolidation (reverse stock split) and related matters (collectively, the "Transaction Proposals"). In connection with the shareholder meeting, TGS is also obligated to file a circular with the Canadian securities authorities in accordance with Canadian law and the policies of the TSXV.
In addition, in order to induce the Company to enter into the Securities Exchange Agreement, certain TGS shareholders agreed to enter into a voting support agreement pursuant to which they agreed to vote their TGS common shares in favor of the Transaction Proposals.
The Securities Exchange Agreement contains certain termination rights for both the Company and TGS.
At the closing of the Transaction, the board of directors of TGS will consist of
seven members, five of whom will be designated by Messrs. Kerby and Monaco and
two of which will be designated by Mr.
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The Securities Exchange Agreement has been attached as an exhibit to this
Current Report on Form 8-K to provide investors and securityholders with
information regarding its terms. It is not intended to provide any other factual
information about the Company, TGS or the Divested Entities or to modify or
supplement any factual disclosures about the Company in its public reports filed
with the
TGS Amendment to Articles
As a condition to closing, TGS shall amend its Articles of Incorporation to designate and establish the rights, obligations and privileges of the Preferred Shares, as more particularly described below, which Preferred Shares shall be issued by TGS to the Company at closing of the Transaction. The Amendment to Articles is subject to the approval of the TSXV and the shareholders of TGS.
Voting
The Preferred Shares are non-voting and no holder of Preferred Shares, unless otherwise provided by law, is entitled to receive notice of and to attend meetings of shareholders of TGS.
Dividends
No dividend or other distribution will be paid, declared or set apart for payment in respect of any TGS common shares or shares of any other class ranking junior to the Preferred Shares in respect of dividends unless a dividend is paid or declared and set apart for payment in respect of each outstanding Preferred Share in an amount at least equal to the product of (i) the amount of dividends paid, declared or set apart for each share of such other class (calculated on an as-converted to common shares basis) and (ii) the number of shares into which each Preferred Share is then convertible, prior to any such dividend being paid to common holders.
Liquidation
Upon the occurrence of a TGS liquidation event (dissolution, merger/acquisition
or sale or related transactions), the holders of Preferred Shares are entitled,
in preference to the rights of holders of the common shares, for Preferred
Share, an amount equal to the initial price of
Redemption
The Preferred Shares: (i) may be redeemed by TGS upon the mutual consent of TGS
and the Company, (ii) up to 50% of the Preferred Shares may be redeemed at any
time after the date of TGS becoming listed on a
Conversion and Mandatory Distribution
The Preferred Shares are only convertible into TGS common shares by the Company if immediately distributed as a stock dividend to the Company's stockholders.
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The Preferred Shares are convertible at a rate of one TGS common share for each Preferred Share: (i) upon the mutual consent of the Preferred Shares holder (initially, the Company) and TGS or (ii) if, after 12 months from the initial issuance of the Preferred Shares, the Company is required to convert any Preferred Shares in order to be compliant under the US Investment Company Act of 1940.
The Preferred Shares are automatically convertible and distributable (i) upon the completion of a Qualified Listing or (ii) forty-eight (48) months from the closing date; provided, however, that the Company has the option to first require redemption of such Preferred Shares as described above.
The mandatory distribution by a holder of Preferred Shares (initially, the Company) shall be governed by Section 2.2 of that certain Right of First Refusal and Distribution Agreement which will be effective at the closing of the Transaction, the form of which is attached as an exhibit hereto and incorporated by reference herein.
Restrictions on Transfer
The Company may sell the Preferred Shares at any time, provided (i) TGS has a
right of first refusal and (ii) TGS must consent to the sale, provided, however,
that, in the event that holding the Preferred Shares presents
Separation Agreement . . .
Item 7.01 Regulation FD Disclosure
On
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K ("Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 2.1* Securities Exchange Agreement, datedJune 28, 2022 . 10.1 Form of Amendment of Articles of TGS Esports Inc. for Preferred Shares. 10.2 Separation Agreement, dated as ofJune 28, 2022 . 10.3 Form of Right of First Refusal and Distribution Agreement. 10.4 Form of Stock Escrow Agreement. 99.1 Press Release, datedJune 29, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant hereby undertakes to furnish supplemental copies
of any of the omitted exhibits and schedules upon request by the
however, that the registrant may request confidential treatment pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for any exhibits or schedules so furnished. A list identifying the
contents of all omitted exhibits and schedules can be found on page iv of
Exhibit 2.1. - 4 -
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