Weconnect Tech International Inc. (OTCPK:WECT) entered into a share exchange agreement to acquire 60% stake in GF Offshorre Sdn. Bhd. from Margarete Anak George Mitlol and Mahendran A/L Chelladorai for $13.5 million on March 18, 2019. Under the terms of the agreement, Weconnect Tech International Inc. will issue up to an aggregate of 90 million of its shares at an exchange ratio of one shares of GF Offshorre Sdn. Bhd. for 24.5902 shares of Weconnect Tech International Inc., to acquire 3.66 million shares of GF Offshorre Sdn. Bhd. As per the agreement, GF Offshorre Sdn. Bhd. will be required to meet certain performance milestones during the two-year period after closing, which involves generating profit after tax of $2 million each during August 1, 2019 to July 31, 2020 and August 1, 2020 to July 31, 2021. If GF Offshorre Sdn. Bhd. fails to meet any performance milestone, a portion of the shares of Weconnect Tech International Inc. will be subject to clawback. The shares will be issued 30 days after closing. Under the transaction, Margarete Anak George Mitlol and Mahendran A/L Chelladorai will sell 1.22 million and 2.44 million shares respectively of GF Offshorre Sdn. Bhd. During the term commencing on the closing date and expiring 24 months thereafter, Weconnect Tech International Inc. shall be entitled, but not obligated, to purchase the remaining outstanding shares of GF Offshorre Sdn. Bhd. at such price per share and on such terms and conditions as may be mutually determined by GF Offshorre Sdn. Bhd. and Weconnect Tech International Inc. After the closing date, Weconnect Tech International Inc. will change its name to GF Offshore Inc. Upon the closing of the share exchange, Weconnect Tech International Inc. will be required to appoint one independent director and a representative of GF Offshorre Sdn. Bhd. to its Board of Directors. Also, Kwueh Lin Wong shall resign from his positions as Secretary, Chief Operating Officer and Director, and Mahendran A/L Chelladorai shall be appointed to serve a Director and Chief Operating Officer in his stead. The transaction is subject to completion by Weconnect Tech International Inc. of due diligence investigation of GF Offshorre Sdn. Bhd. within 30 days from the date of the agreement, GF Offshorre Sdn. Bhd. having delivered to the Weconnect Tech International Inc. the financial statements and all authorizations, consents, waivers and approvals as may be required to consummate the transactions contemplated by the agreement having been obtained. The transaction has been approved and adopted by the Boards of Directors of Weconnect Tech International. The transaction is expected to close on or before July 31, 2019.