Keyhole TIG Limited signed a non-binding term sheet to acquire Serpentine Technologies Limited (ASX:S3R) in a reverse merger transaction on March 14, 2019. A binding term sheet is expected to be signed by end March 2019 subject to satisfactory completion of due diligence. Under the terms of the transaction, Serpentine Technologies Limited will acquire Keyhole TIG Limited. As consideration, Serpentine Technologies Limited will issue 4.57 billion shares on a pre-consolidation basis. Serpentine Technologies Limited will also issue 1.71 billion pre-consolidation shares as deferred consideration subject to the grant of an ASX waiver. The deferred consideration shares will be issued in tranches and will immediately convert into ordinary shares upon achievement of the milestones. Serpentine Technologies Limited intends to conduct a consolidation of shares on 1-for-10 basis. As of July 10, 2019, Serpentine Technologies Limited will issue 80.2 million shares on a post consolidation basis, 30 million shares as deferred consideration on achieving financial milestones. Every 57 shares will be consolidated into 1 share. As part of the transaction, Serpentine Technologies Limited will seek the approval of shareholders to change its name to K-TIG Limited. As of April 29, 2019, Keyhole TIG Limited signed binding agreement to acquire Serpentine Technologies Limited in a reverse merger transaction. Upon completion of the transaction, it is proposed that Neil Le Quesne, Currently Chief Executive Officer of Keyhole TIG Limited will assume the role of Chief Executive Officer of Serpentine Technologies Limited. Kieran Purcell and Syed Shueb will be elected as Non-Executive Directors. The Board will comprise of Kieran Purcell, Syed Shueb Stuart Carmichael and Colm O'Brien.

The transaction is subject to completion of due diligence, approval of shareholders of Serpentine Technologies Limited, completion of consolidation, each Minority Shareholder providing Serpentine Technologies with an executed Short Form Sale Agreement, Serpentine Technologies entering into employment and/or services agreements with the proposed directors, Serpentine Technologies obtaining all regulatory approvals (as required) in order to undertake the transaction, the parties obtaining all third-party consents, including the consent of any counterparties to any agreements, drawdown of the convertible note funds of Keyhole TIG Limited, execution of binding transaction documents, preparation of audited financial statements for 6-month period to December 31, 2018, receipt of any required Serpentine Technologies Limited' shareholder or regulatory approval under applicable laws and regulations including but not limited to ASX waivers, shareholder approval for the appointment of the proposed new Directors and shareholder approval for the issue of securities pursuant to the transaction, completion of capital raising of up to AUD 7 million via public offer and Serpentine Technologies Limited receiving a conditional reinstatement conditions letter from ASX, on terms satisfactory to Serpentine Technologies Limited and Keyhole TIG Limited. As of July 16, 2019, Board of Serpentine Technologies unanimously recommended the shareholders to vote in favor of the transaction. A meeting of shareholders of Serpentine Technologies Limited will be held on August 15, 2019 to approve the transaction. Completion of the acquisition is anticipated to take place in September 2019.

Keyhole TIG Limited completed the acquisition of Serpentine Technologies Limited (ASX:S3R) in a reverse merger transaction on September 30, 2019. As of October 2, 2019, all the condition have been satisfied for the transaction.