INX Limited entered into a non-binding letter of intent to acquire Valdy Investments Ltd. (TSXV:VLDY.P) for CAD 35.8 million in a reverse merger transaction on February 22, 2021. INX Limited entered into a definitive securities exchange agreement to acquire Valdy Investments Ltd. in a reverse merger transaction on March 31, 2021. The Transaction will be completed by way of an amalgamation, a reverse triangular merger, a statutory plan of arrangement or share exchange agreement, the result of which will be that shareholders of INX will receive a total of 175 million common shares of the resulting issuer in exchange for the outstanding shares of INX. At the completion of the proposed transaction, each outstanding option to acquire INX shares will be exchanged for options to acquire resulting issuer common shares on substantially the same terms as such INX option, as adjusted for the exchange ratio. Prior to the closing of the transaction, Valdy Investments will consolidate the issued and outstanding Valdy shares on the basis of one post-consolidation Valdy Share for every 2.726667 pre-consolidation Valdy shares outstanding on a fully diluted basis such that immediately prior to the closing, there shall be outstanding no more than 5,000,000 Valdy shares on a fully diluted basis. Concurrent with closing of the transaction, it is proposed that INX will complete an equity financing by way of a brokered private placement of subscription receipts at CAD 1.25 per unit for gross proceeds targeting CAD 25 million. An aggregate of 159,669,047 Valdy Consideration Shares shall be issued in connection with the transaction. The combined entity will continue the business of INX. It is intended that the resulting issuer change its name to such name as determined by INX, in its sole discretion. As per announcement on August 5, 2021, Valdy Investments will change its name to The INX Digital Company Inc. Upon completion of the transaction, the combined entity will continue the business of INX.

In connection with the transaction, it is expected that James Decker, Johnny Ciampi, Jonathan McNair and Neil Currie will resign as a Directors of Valdy Investments, and James Decker and Johnny Ciampi will resign as Chief Executive Officer and Chief Financial Officer of Valdy Investments, respectively. The Board of Directors of the resulting issuer is expected to initially consist of eight directors, with seven nominees from INX and one nominee from Valdy Investments. The initial Directors are expected to be Alan Silbert, James Crossley, David Weild, Nicholas Thadaney, Haim Ashar, Thomas Lewis, Rafael Rafaeli and a nominee from Valdy Investments that is acceptable to INX, acting reasonably. Executive management of the resulting issuer is expected to include Shy Datika as President, Oran Mordechai as Chief Financial Officer, Itai Avneri as Chief Operating Officer, Emiliano Rios Caban as Chief Compliance Officer, Douglas Borthwick as Chief Marketing and Business Development Officer, Paz Diamant as Chief Technology Officer, Maia Naor and Vice President – Product and Jonathan Azeroual as Vice President – Blockchain Asset Strategy. Following closing, it is expected that Shy Datika, and no other shareholder, will beneficially own or control more than 10% of the outstanding common shares of the resulting issuer. Additional information about the currently known proposed directors and officers of the resulting issuer.

Subject to compliance with applicable laws and approval by the exchange and the filing of all required materials, including personal information forms, the members of the board of directors of the resulting issuer will include one representative of Valdy and otherwise will be determined at the sole discretion of INX. Management of the resulting issuer will be determined at the sole discretion of INX. The transaction is conditional upon Valdy Investments shall have completed the consolidation and the name change, concurrent financing shall have been completed, parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the transaction, including, but without limitation, acceptance of the exchange, completion of due diligence to the satisfaction of the parties, approval of the Board of Directors of each party to final terms and conditions of the transaction as set forth in the Agreement and all other necessary matters related thereto prior to the signing of the agreement, the signing of the agreement, completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the agreement required to be completed or satisfied on or before closing of the transaction, the receipt of a favorable tax ruling from Israeli tax authorities and shareholders of each party shall have approved the transaction, if required, and matters ancillary thereto and delisting from TSXV. As a result, Valdy is not required to obtain shareholder approval for the proposed Transaction pursuant to the policies of the Exchange. As of March 31, 2021, the transaction is also subject to Valdy Investments shall have a minimum of CAD 800,000 in cash, and no liabilities other than those incurred in connection with the transaction, the shareholders of Valdy shall have approved, and Valdy shall have adopted, an updated stock option plan and the securityholders of INX shall have approved the transaction and matters ancillary thereto. INX is expected to hold a shareholder meeting to approve, among other matters, the transaction. As on March 18, 2021, the transaction was approved by INX shareholders. As of July 27, 2021, Valdy Investments and INX agreed to extend the deadline to complete the merger from July 28, 2021 to November 25, 2021. As of November 3, 2021, the deadline for completion of the transaction is January 24, 2022. As of January 4, 2022, the transaction received conditional approval from the Neo Exchange Inc. for the listing of the common shares of the resulting issuer on the Neo Exchange upon completion of the proposed reverse takeover of Valdy by INX. The transaction is now expected to be completed on or about January 10, 2022.

Odyssey Trust Company served as transfer agent and registrar to Valdy Investments Ltd. Bradley Freelan of Fasken Martineau DuMoulin LLP served as legal advisor and Yuval Horn and Assaf Unger of Horn & Co. served as legal advisor to INX Limited. Bernard Pinsky of Clark Wilson LLP served as legal advisor to Valdy Investments. PI Financial Corp. and Eight Capital served as joint book-runners and co-lead agents relating to an offering of subscription receipts of INX.

INX Limited completed the acquisition of Valdy Investments Ltd. (TSXV:VLDY.P) in a reverse merger transaction on January 10, 2022.