Valleyview is pleased to announce the closing of its previously announced private placement offering at a price of $0.30 per Subscription Receipt. The Offering is being conducted in connection with a transaction pursuant to which Valleyview will acquire all the issued and outstanding shares of Shift by way of a three-cornered amalgamation. Pursuant to the Offering, a total of 51,326,800 Subscription Receipts were issued at the Issue Price, for total aggregate gross proceeds of $15,398,040.00.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of the holder thereof, and subject to adjustment, one unit of Shift upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions at or before the Release Deadline. Each Underlying Unit will be comprised of one Class D Common share in the capital of Shift and one-half of one Class D Common share purchase warrant