Rimstock Holdings Limited entered into a binding letter of intent to acquire Captor Capital Corp. for $31.7 million in a reverse merger transaction.

Rimstock Holdings Limited entered into a binding letter of intent to acquire Captor Capital Corp. (CNSX:CPTR) for $31.7 million in a reverse merger transaction on July 15, 2022. As per the terms of the transaction, Rimstock's issued and outstanding share capital in exchange for the aggregate purchase price of $31.7 million, which shall be paid in the following amounts: $22.2 million in shares of Captor Capital, $7 million in cash, which shall be reserved in the treasury of Captor Capital for use by the Resulting Issuer as working capital and $2.5 million in cash as a non-refundable deposit, which will be converted into shares of Rimstock at a fully-diluted valuation of $49.5 million upon the earlier of: (i) the Closing; or (ii) the expiration of the exclusivity period set out under the LOI, which is 180 days from the date of the LOI.

Post deal completion, shareholders holding 64.11% stake in Rimstock shall hold 72% stake in the issued and outstanding shares of the Resulting Issuer and current shareholders of Captor Capital shall hold 28% stake in the issued and outstanding Resulting Issuer Shares. It is anticipated that the Resulting Issuer will continue the business of Rimstock under a name to be determined by Captor Capital and Rimstock, which will result in a change of business of the Resulting Issuer and shall be listed on the Canadian Securities Exchange. Upon Closing, the board of directors and executive management of Captor Capital will be reconstituted and consist of a select number of nominees from Rimstock.

The completion of the Transaction is subject to a number of terms and conditions, including and without limitation: the negotiation and execution of the Definitive Agreement, completion of mutually satisfactory due diligence, the parties obtaining all necessary third-party consents and approvals, regulatory and shareholder approvals, as required, including the approval of the Canadian Securities Exchange (“CSE”) and other standard conditions of closing for a transaction similar in nature of the transaction.