L.I.A. Pure Capital Ltd.
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Plantify Foods Provides Update on its Acquisition of Smart Repair Pro
Thenewswire· 2025-08-01 12:00
Core Viewpoint - Plantify Foods, Inc. is progressing with its acquisition of Smart Repair Pro, with specific financial milestones and conditions outlined in the amended share purchase agreement [1][2][4]. Group 1: Transaction Details - The acquisition is governed by a share purchase agreement dated April 29, 2025, which was amended on July 31, 2025, adjusting the purchase price and establishing payment rights based on future performance [2]. - The transaction includes 15,000,000 payment rights contingent upon the Resulting Issuer listing on a US Exchange within 24 months, raising at least US$8,000,000 in financing within 48 months, and achieving annual revenues of at least US$8,000,000 within 36 months [2][4]. - The total value of the transaction is approximately $14,790,000, with a potential valuation of around $28,290,000 based on the issuance of payment shares and contingent rights [4]. Group 2: Share Issuance and Conditions - Following the transaction, the Resulting Issuer is expected to have 63,205,489 common shares issued and outstanding [4]. - The company will issue 1,232,500 common shares as finders' fees to two entities upon completion of the transaction, subject to TSXV acceptance [5]. - The issuance of contingent right shares is restricted to ensure compliance with TSXV continued listing requirements [3][4]. Group 3: Regulatory and Approval Conditions - The completion of the transaction is contingent upon several conditions, including TSXV acceptance and, if applicable, disinterested shareholder approval [5][7]. - The common shares of the company are currently halted for trading pending necessary filings with the TSXV [5].
Jeffs' Brands Enters the Logistics Center Market by Closing Strategic Acquisition of a U.S. Company that Operates a U.S. Based Logistics Center
GlobeNewswire News Room· 2025-03-18 12:35
Core Viewpoint - Jeffs' Brands Ltd has successfully closed a $2.6 million acquisition of Pure NJ Logistics LLC, aiming to enhance its supply chain and third-party service offerings through a strategically located logistics facility [1][2]. Acquisition Details - The acquisition involves a logistics center of approximately 100,000 square feet with 20 loading docks, located near major U.S. ports and airports, facilitating improved transportation and logistics operations [2]. - The total consideration for the acquisition includes a base payment of $2.1 million and a deferred payment of $500,000, with the base payment made in cash at closing [3]. - The deferred payment will be structured through promissory notes with a 9% annual interest rate, to be paid in ten monthly installments of $50,000 starting after the sixth month [3][4]. Financial Arrangements - As security for the promissory notes, the company issued warrants to the sellers for the purchase of up to 181,819 ordinary shares at an exercise price of $2.75 per share [4]. - An additional cash payment of approximately $247,401.87 was made to cover an outstanding security deposit under a current lease agreement of Pure Logistics [5]. Management and Governance - The acquisition was approved by the company's audit committee and board of directors, with disclosures regarding potential conflicts of interest involving former directors and family members of controlling shareholders [6]. Company Overview - Jeffs' Brands aims to transform e-commerce by creating and acquiring products to become market leaders, leveraging insights into the Amazon FBA business model [7].