Two Owls to acquire Minerva Intelligence as QT
TWO OWLS Ventures Corp. and Minerva Intelligence Inc. have entered a binding letter agreement dated Nov. 6, 2018, pursuant to which Two Owls will acquire all of the issued and outstanding shares in the capital of Minerva pursuant to a reverse takeover transaction. The transaction will constitute Two Owls’ qualifying transaction. Minerva Intelligence Inc. Minerva is a private Ontario corporation based in Vancouver, B.C., Canada. Minerva was incorporated on May 17, 2017; and its sole business has been to develop and market artificial intelligent (AI) software products.
Minerva’s software , the MMITM system, has been developed to function in multiple diverse problem domains. In each domain in which it is deployed, a key element of its effective operation is the domain knowledge base and models deployed alongside the available voluminous and otherwise unwieldy data to which such knowledge base and models are applied. For this reason, Minerva gives its systems different names for the different domains within which it is deployed. Minerva’s principal existing products are:
• MineMatch — identifies mineral exploration targets in exploration data sets that are too vast and complex for humans to effectively evaluate;
• HazardMatch — identifies and evaluates landslide hazards; management believes that this product has potential applications in additional areas having similar requirements; • MetMatch — identifies and manipulates data in a metallurgical context. Minerva is currently focused on applying its MineMatch system (part of the MMI system) as a software service for enhancing the success rate of mineral exploration. The principal market for Minerva’s MineMatch system lies with mineral exploration companies and institutions, both governmental and non-governmental, that promote mineral exploration, such as geological surveys and the World Bank. Qualifying transaction terms
The transaction will be effected by way of a plan of arrangement, whereby: (i) Two Owls will incorporate a new Ontario subsidiary (Subco); (ii) Two Owls, Subco and Minerva will effect a three-cornered amalgamation whereby Minerva and Subco will amalgamate and the shareholders of Minerva will receive shares of Two Owls; and (iii) Minerva will become a wholly owned subsidiary of Two Owls.
Subject to compliance with exchange policies, Two Owls will first complete a consolidation of its common shares at a ratio of two existing common shares for one postconsolidation common share immediately prior to and as a condition of the closing of the transaction. The number of common shares issuable on exercise of outstanding Two Owls options will be adjusted accordingly
based on the consolidation ratio.
Two Owls will acquire from the shareholders of Minerva all of the issued and outstanding common shares of Minerva, and, in consideration therefor, Two Owls will issue to each shareholder of Minerva five postconsolidation common share in the capital of Two Owls in exchange for each Minerva common share held by such shareholder. In addition, Two Owls will issue options in replacement of options outstanding in the capital of Minerva. In conjunction with closing of the transaction, the company will change its name to Minerva Intelligence Inc. or a similar name to reflect its new business. Capital structure
On closing, Two Owls will issue 38,575,005 postconsolidated shares and 1.95 million options (exercisable at 25.34 cents per share); such that there will be an aggregate of 41,675,005 shares and 2.46 million options outstanding in the capital of the company. In addition and in accordance with the policies of the exchange, the company intends to pay finders’ fees in connection with the transaction through the issuance of one million postconsolidation shares of the company. Financing
Minerva recently completed two private placements of: (i) 2,765,000 shares at $1 (U.S.) per share for gross proceeds of $2,765,000 (U.S.); and (ii) 1.45 million shares at $2.50 (U.S.) per share for gross proceeds of $3,625,000 (U.S.). It is not anticipated there will be a concurrent financing undertaken in conjunction with the transaction. No funds have been or will be advanced by Two Owls to Minerva prior to closing of the transaction. Management
Upon completion of the transaction, the directors and officers of the resulting issuer will be as follows:
• Clinton Smyth — chief executive officer and director;
• Prof. David Poole — chief software architect and director;
• Charles Jenkins — chief financial officer;
• Guy Elliott — director;
• Tom Griffis — director. The proposed transaction is not a non-arm’s-length qualifying transaction; and, consequently, the transaction will not be subject to approval by the company’s shareholders.
We seek Safe Harbor.
Erika Flores condensed this news release (email@example.com).
Guy Elliott, David Michael Patterson, Colin David Watt
(OWL) Shares: 6,200,000 (Shells)