Think Technologies Corp. entered into a letter of intent to acquire Perihelion Capital Ltd. (TSXV:PCL.P) for CAD 4.8 million in a reverse merger transaction on August 28, 2020. Think Technologies Corp. entered into definitive agreement to acquire Perihelion Capital Ltd. (TSXV:PCL.P) in a reverse merger transaction on October 26, 2020. The proposed transaction is expected to proceed by way of a three-cornered amalgamation, or such other structure as may be agreed to by the parties. As part of the transaction, the shareholders of Think Technologies will receive approximately 48.5 million common shares in the capital of Perihelion Capital in exchange for their shares of Think Technologies at a deemed price of CAD 0.10 per common share of the Perihelion Capital. Upon closing of the transaction, each unit share will be automatically exchanged for one common share in the capital (a "Resulting Issuer Share") of the resulting issuer of the transaction (the "Resulting Issuer") and each unit warrant will be automatically exchanged for one common share purchase warrant (a "Resulting Issuer Warrant") of the resulting issuer. Each resulting issuer warrant will be exercisable into one resulting issuer share at a price of CAD 0.30 per resulting issuer share for a period of 24 months from the closing date. Think has also granted to Regent an option exercisable up to 48 hours prior to the closing date to arrange for the purchase of up to an additional 2,500,000 subscription receipts for additional gross proceeds of up to CAD 0.5 million. As of September 30, 2020, Think Technologies entered into an amending agreement to its letter of intent with Perihelion Capital. Under the transaction, businesses of Think Technologies will be combined with Perihelion Capital Ltd. The final structure of the transaction is subject to the receipt of tax, corporate and securities law advice by both Perihelion Capital and Think Technologies. In connection with the transaction, Perihelion Capital shall complete a private placement financing of not less than CAD 2.8 million at a price per security of CAD 0.20, or such other terms as may be agreed between Perihelion Capital and Think Technologies, on a best efforts basis to be arranged by such brokers as may be agreed to between the Perihelion Capital and Think. In addition, and prior to the closing of the transaction, Think may, in its sole discretion, complete a private placement financing for gross proceeds of up to CAD 0.5 million at a price per security of not less than CAD 0.10, on a best efforts basis, or on such other terms as agreed to between Perihelion Capital and Think. Under the private placement, the subscription receipts will be offered at a price of CAD 0.20 per subscription receipt for aggregate gross proceeds of CAD 2.5 million. Upon completion of the proposed transaction, Think will be becoming a wholly owned subsidiary of PCL and PCL will be renamed “Think Technologies Corp.” (the “Resulting Issuer”). The existing shareholders of Think will own a majority of the outstanding common shares of the Resulting Issuer. The resulting issuer will carry on the businesses of Think Technologies and intends to list as a technology issuer on the TSX Venture Exchange. The Directors and Officers of the resulting issuer will be determined at a later date or upon completion of the transaction. Upon completion of the Proposed Transaction, it is anticipated that the Board of Directors of the Resulting Issuer will consist of four members: Robert Goehring, Trumbull Fisher, Charles Abel and Alexandros Tzilios. It is also anticipated that the senior management of the Resulting Issuer will be comprised of Robert Goehring as Chief Executive Officer, Ryan Cheung as Chief Financial Officer, and Chris Little as Corporate Secretary. The transaction is subject to a number of conditions, including but not limited to, the parties successfully entering into a definitive agreement in respect of the transaction, the completion of the private placement i.e. concurrent financing for minimum gross proceeds of CAD 2.8 million through the issuance of common shares of Think, receipt of all necessary approvals, including the approval of the TSX Venture Exchange, certain other closing conditions, including the completion of satisfactory due diligence by Perihelion Capital, approval of majority of the minority shareholder approval and a special majority of the shareholders of Think i.e. approval from 66% of the votes cast by the shareholders of Think Technologies. Perihelion Capital will not be required to obtain shareholder approval of the transaction. The parties currently anticipate entering into a definitive agreement in respect of the proposed transaction on or around September 30, 2020. As of October 1, 2020, Perihelion and Think have agreed to extend the deadline for execution of a definitive agreement and completion of due diligence in respect of the Proposed Transaction to October 31, 2020. The transaction is expected to complete on or around November 30, 2020, or as otherwise agreed to by the parties. As of October 28, the transaction is expected to be completed prior to January 31, 2021. As of February 1, 2021, outside date for the completion of the transaction has been extended to March 31, 2021. As of April 1, 2021, outside date for the completion of the transaction has been extended to April 30, 2021. Mahdi Shams of MLT Aikins LLP acted as legal advisor to Perihelion Capital and Christopher Little of Little Law Corporation acted as legal advisor to Think.