Tess Inc. today announced that it has entered into a definitive agreement (the “Agreement”) to complete a transaction with Cresval Capital Corp. (“Cresval”). After the closing of the anticipated transaction and subject to the terms and conditions of the Agreement, Tess expects its shares to be publicly traded on the TSX Venture Exchange (the “TSXV”) and change its name to “TessPay Inc.” (“TessPay”).
The Agreement provides that each share of Tess will be exchanged for common shares of TessPay on the basis of 15.36 TessPay shares for every one Tess share. Tess will be issued 80,000,000 TessPay shares for a 90% interest in the resulting issuer. Cresval will be issued 8,400,000 TessPay shares, which will be distributed pro rata to shareholders of Cresval as part of the transaction. One of the conditions of the proposed transaction includes Tess completing a private placement financing of CAD $3,500,000 in the form of an unsecured convertible note at CAD $0.10 per share into TessPay. Holders of the note will be entitled to receive 35,000,000 TessPay shares upon conversion.
The parties expect that the proposed transaction can be completed by the 2nd quarter of 2018. No assurance can be given that the proposed transaction will be consummated, or that the combined company will be able to obtain adequate funds needed to fund its business plan.