Xigem Technologies Corporation (CNSX:XIGM) entered into a binding letter of intent to acquire substantially all assets from Cylix Data Group for CAD 32.4 million on October 29, 2021. As of January 7, 2022 Xigem Technologies Corporation (CNSX:XIGM) signed an Asset Purchase Agreement to acquire substantially all assets from Cylix Data Group. Pursuant to the terms of transaction, the purchase consideration will be paid entirely through the issuance of 64.7 million units of Xigem at a deemed price of CAD 0.50 per Xigem Unit.

Cylix's AI technology will unify with Xigem's iAgent platform and FOOi payment App. Each Xigem Unit comprises of one common share and one-seventh of one Common Share purchase warrant. Each Warrant entitles the holder thereof to acquire one additional Common Share of Xigem at a price of CAD 0.60 for a period of 24 months.

The securities issuable under the Transaction will be subject to contractual restrictions on trading, such that 50% may not be traded until six months after the closing of the transaction, and the remaining 50% may not be traded until 12 months after the closing. Principals of Cylix will maintain an active role in the business. Xigem will enter into a management contract with an entity related to certain of the principals, as well as employment agreements with key employees and contractors of Cylix.

The parties will also enter into an investor rights agreement pursuant to which the recipients of Xigem units will agree to vote any Common Shares that they then hold in favor of Xigem's board of directors for a period of two years, subject to certain limitations. Xigem will appoint a nominee of Cylix to its board of directors and will also appoint another nominee of Cylix as an observer to its board of directors. The transaction is subject to customary closing conditions including the receipt of any required regulatory and exchange approvals and the execution of definitive agreements.

As per the filing on December 7, 2021, Xigem and Cylix continue to progress towards the completion of closing conditions, including the receipt of regulatory approvals and the execution of definitive agreements. Xigem anticipates and remains committed to completing the Transaction before the end of 2021. The transaction is expected to close on or about November 30, 2021.

The transaction is expected to close on or about January 21, 2022.