ALQ, Vulcan Enterprises US, Ltd. (CSE: ALQ) (“Vulcan”) and two of Vulcan’s shareholders (the “Vulcan Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby ALQ agreed to issue 50,700,890 common shares on a post-consolidated basis (the “Payment Shares”) to the Vulcan Shareholders in exchange for 5,000,000 common shares of Vulcan, representing approximately 5% of the issued and outstanding common shares of Vulcan. Vulcan Enterprises owns and operates the Ignite brand among other ventures.
As of October 12, 2018, ALQ had 80,962,458 common shares issued and outstanding and it is required to issue 24,578,170 pre-consolidated common shares (the “Obligation Shares”) immediately following the proposed consolidation of common shares of ALQ on the basis of one post-consolidated common share of ALQ for every two pre-consolidated common shares of ALQ issued and outstanding (the “Consolidation”), which is described in ALQ’s Amended and Restated Listing Statement (the “Listing Statement”) that it intends to file concurrently with the dissemination of this news release under its SEDAR profile at www.sedar.com. Upon the issuance of the Payment Shares and the Obligation Shares, the Payment Shares are expected to represent approximately 49% of the issued and outstanding common shares of ALQ. ALQ is expected to have 103,471,204 shares outstanding upon completion of the Consolidation, the issuance of the Obligation Shares and the issuance of the Payment Shares.
The closing of the transactions contemplated under the Share Exchange Agreement is subject to, among other things, the approval of the Canadian Securities Exchange (the “CSE”) and the shareholders of ALQ. Upon receipt of CSE and shareholder approval, ALQ intends to change its name to “Green Axis Capital Corp.”, and its trading symbol from ALQ to BILZ. ALQ intends to obtain shareholder approval through the written consent of holders of a majority of its shares, and closing of the transactions contemplated under the Share Continue Reading