1319472BC Ltd. announces proposed RTO with Meta World Corporation
Toronto, Ontario–(Newsfile Corp. – May 18, 2022) – 1319472 BC Ltd. (“131“) and Meta World Corporation (“MetaWorld“) are pleased to announce the signing of a binding Letter of Agreement (the “letter of agreement“) which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of 131 by MetaWorld (the “Proposed transaction“). The issuer resulting from the Proposed Transaction (the “Resulting emitter“) will continue the current activities of MetaWorld.
Prior to the closing of the proposed transaction: (i) MetaWorld intends to complete a private placement of MetaWorld shares to raise gross proceeds of approximately $1,000,000 at $0.15 per share (the “Seed funding“); and (ii) MetaWorld or 131 intends to effect a private placement offering of Subscription Receipts at $0.25 per Subscription Receipt for aggregate gross proceeds of up to $5,000,000, each Subscription Receipt being automatically converted into units upon completion of the proposed transaction and satisfaction of customary escrow release conditions, whereby each unit consists of one common share and (ii) one common share purchase warrant exercisable at 0 $.35 for two years from the closing of the proposed transaction (the “Simultaneous funding“).
MetaWorld is a private Canadian company focused on the acquisition, development and commercialization of digital assets on Web 3.0 applications, namely the metaverse. MetaWorld currently owns 100% of Faceless Avatars, a metaverse platform provider that has developed an ecosystem in which it has successfully designed, created, and marketed digital assets in the metaverse (“Faceless Avatars”).
The letter of agreement
Under the terms of the letter agreement, the proposed transaction is expected to be completed through a business combination by way of a merger, arrangement, share exchange or other transaction. similarly structured in accordance with the Business Corporations Act (Ontario) that a wholly-owned subsidiary of 131 will merge with MetaWorld and the resulting issuer will continue the operations of MetaWorld. As part of the proposed transaction, 131 will: (i) reconstitute its board of directors and senior executives to be comprised of MetaWorld’s nominees and, if appropriate, increase the size of its board of directors (the “Plank and steering rotation“); (ii) change its name to a name determined by MetaWorld in its sole discretion (the “Name change“); (iii) adopt a new equity compensation plan (the “Stock-based compensation plan“); and (iv) carry out either a consolidation or a split of the ordinary shares in the capital of 131 (the “131 shares“), immediately prior to the closing of the proposed transaction on a basis that results in the number of 131 post-adjusted shares (the “Adjusted 131 shares“), including the 131 Shares issued in connection with any financing carried out by 131, being equal to a maximum of 14,000,000 ordinary shares (the “Adjustment”).
The letter of agreement includes a number of conditions, including, but not limited to, obtaining the required shareholder approvals, including the approval of shareholders of 131 and MetaWorld, the completion of the change of name, board and management rotation, adjustment, adoption of the Stock Based Compensation Plan, and approvals from all regulatory bodies having jurisdiction in connection with the proposed transaction and other closing conditions usual for transactions of the nature of the proposed transaction.
131 is a reporting issuer under the securities laws of the provinces of British Columbia and Alberta. The 131 Shares are not currently listed for trading on any marketplace. The Resulting Issuer intends to apply for listing of its Common Shares on the NEO Exchange or other recognized stock exchange (as defined in the NEO Exchange Listing Manual) (the “To exchange“) and, if and after satisfaction of the Initial Listing Requirements of the Exchange, the Common Shares of the Resulting Issuer are expected to commence trading on the Exchange following the closing of the Proposed Transaction.
Pursuant to the terms of the letter of agreement and in connection with the proposed transaction:
(a) holders of MetaWorld will receive one share of 131 shares after the adjustment for each MetaWorld share held; and
(b) all outstanding broker warrants and other convertible securities of MetaWorld will be exchanged for equivalent securities of 131.
Management of the Resulting Issuer
Subject to shareholder and applicable regulatory approvals, upon completion of the proposed transaction, the board of directors and management of the resulting issuer will be selected by MetaWorld, as set forth above, and the parties will provide more information on the board and leadership nominees at a later date. .
Investors are cautioned that, unless otherwise specified in the management information circular or registration statement to be prepared in connection with the proposed transaction, any information published or received regarding the proposed transaction may not be accurate or complete. and should not be invoked. There can be no assurance that the proposed transaction will be completed as proposed or at all.
All information in this press release regarding 131 and MetaWorld has been provided by the parties respectively, for inclusion herein, and each party and its directors and officers have relied upon the other party for any information regarding the other. part.
The 131 Shares have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For more information on 1319472 BC Ltd. :
Chairman and Chief Executive Officer, Chief Financial Officer and Director
416 481 2222
For more information on Meta World Corporation:
Mohamed Yasser Khokhar
Chairman and Chief Executive Officer and Director
647 773 1131
As of the date hereof and 131 does not carry on an active business and is not currently publicly traded. 131 is currently engaged in identifying and evaluating suitable assets or businesses to acquire or merge, with a view to maximizing shareholder value.
Not for distribution to United States news services or for dissemination in the United States.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act”) or any state securities law and may not be offered or sold in the United States unless registered under US law. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains “forward-looking statements” within the meaning of applicable securities laws. Any statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates”, “expects” or “does not expect”, “is expected”, ” budget”, “planned”. “, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and phrases or may contain statements that certain actions , events or results “may”, “could”, “would”, “might” or “will”, “continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company’s ability to complete the proposed transaction; the Company’s ability to complete the board and management rotation, adjustment, name change and to adopt the stock-based compensation plan; the Company’s and MetaWorld’s ability to receive the required approvals from all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the Company’s ability to meet the requirements stock exchange listing.
The forward-looking information contained in this press release is based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; the continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the Company will complete the board and management rotation, adjustment, name change and adopt the stock-based compensation plan; the Company will complete the Proposed Transaction; and the Company’s ability to satisfy the listing requirements of the Exchange.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including, but not limit thereto: the potential inability of the Company to continue as an ongoing operation; risks associated with possible governmental and/or regulatory action regarding the operations of the Company and/or MetaWorld; the inability of the Company to complete the Proposed Transaction; the failure of the Company to complete the rotation, adjustment, renaming of the board of directors and management and/or to adopt the stock-based compensation plan; the Company’s and MetaWorld’s failure to receive required approvals from all regulatory agencies having jurisdiction in connection with the Proposed Transaction; and risks associated with the Company’s ability to comply with Exchange listing guidelines.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management when prepared, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise, or to explain any material differences between subsequent actual events and such forward-looking information, except as required by applicable law.
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