Bigstack Opportunities I Inc. Enters Into Definitive Agreement For Qualifying Transaction

Core Points - Bigstack Opportunities I Inc. has entered into a business combination agreement with Reeflex Coil Solutions Inc. and its subsidiary, 2704122 Alberta Ltd., to facilitate a transaction involving the acquisition of Coil Solutions Inc. [1][2] - The transaction involves a three-cornered amalgamation where Reeflex will amalgamate with Subco, and Reeflex shareholders will receive Bigstack shares at a deemed price of $0.10 per share [2][3] - The total consideration for the acquisition of Coil is $5.8 million, which will be paid through a combination of promissory notes and the issuance of Reeflex shares [3][4] Transaction Details - The business combination will result in Reeflex shareholders controlling Bigstack, which will wholly own the amalgamated corporation (Amalco) and Coil [4] - Bigstack is expected to change its name to "Reeflex Solutions Inc." upon completion of the transaction [5] - Following the transaction, it is anticipated that there will be 46,901,500 common shares of the resulting issuer outstanding [6] Company Background - Reeflex is a newly incorporated private company with no current business operations, focusing on the transaction and going public structure [11] - Coil, founded in 2007, specializes in drilling products and services for the oil and gas industry, with a history of innovation and expansion into global markets [12][13] Financial Information - For the fiscal year ended 2024, Coil reported total revenues of approximately $14.27 million, with a net income of approximately $1.09 million [13] - Coil's total assets were approximately $9.97 million, with long-term financial liabilities of approximately $735,000 [13] Concurrent Financing - Reeflex completed a non-brokered private placement of subscription receipts, raising approximately $827,900, which will be used for general corporate and working capital purposes [14][16] - The proceeds from the concurrent financing will be held in escrow until certain conditions are met [15] Resulting Issuer Structure - The resulting issuer is expected to focus on providing coiled tubing and downhole tool solutions to the oil and gas industry [17] - The board of directors of the resulting issuer will consist of four members, three of whom will be independent [18] Management Team - John Babic is proposed as the President and CEO of the resulting issuer, bringing nearly 40 years of experience in the oil and gas sector [19][20] - Other proposed directors include Shawn Szydlowski, Eric Szustak, and Derrek Dobko, each with extensive backgrounds in corporate management and finance [22][25][26] Sponsorship and Trading - Bigstack has applied for a waiver from the TSXV sponsorship requirements for the qualifying transaction [40] - Trading in Bigstack shares has been halted and is not expected to resume until the transaction is completed [41]