공시 • Sep 04
T1 Technology Corporation cancelled the acquisition of Marksmen Energy Inc. (TSXV:MAH) in a reverse merger transaction.
T1 Technology Corporation signed a letter of intent to acquire Marksmen Energy Inc. (TSXV:MAH) in a reverse merger transaction on April 29, 2025. The Proposed Transaction will, pursuant to the policies of the TSX Venture Exchange, constitute a "reverse takeover" of the Marksmen Energy Inc. The corporation resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business of T1 as currently constituted and continue to be listed for trading on the Exchange. It is expected that upon completion of the Proposed Transaction, the Resulting Issuer will meet the listing requirements for a Tier 2 Technology issuer under the policies of the Exchange. Pursuant to the terms of the LOI, it is intended that Marksmen, a newly formed subsidiary of Marksmen and T1 will complete a business combination by way of share exchange, merger, amalgamation, arrangement, or another similar form of transaction, as mutually agreed upon by Marksmen and T1. Pursuant to the LOI, the holders of the issued and outstanding T1 Shares (the "T1 Shareholders"), will transfer all of their T1 Shares to the SubCo, in exchange for Marksmen Shares. The number of Marksmen Shares issuable for each T1 Share (the "Exchange Ratio") remains subject to further negotiation and potential adjustment. Factors such as the Concurrent Financing, the ownership structure of the Resulting Issuer, and other considerations as determined by Marksmen and T1 will play a role in negotiating and finalizing the Exchange Ratio. The Exchange Ratio will reflect a value of CAD 1,000,000 for Marksmen as the public vehicle, and a pre Concurrent Financing and Private Placement (as both are defined below) value of T1 of approximately CAD 14,500,000. Additionally, for the purposes of determining the Exchange Ratio, Marksmen's value will be adjusted on a dollar-for-dollar basis upward for estimated cash on hand at closing, and downward for estimated liabilities at closing. It is expected that replacement options in the Resulting Issuer will be issued to each holder of T1 options, consistent with the Exchange Ratio. T1 intends to complete the Concurrent Financing either in advance of or concurrently with the Proposed Transaction. It is anticipated that the Concurrent Financing will consist of an offering of subscription receipts, or other securities, as determined by Marksmen and T1, for aggregate gross proceeds of up to CAD 4,000,000.
The completion of the Proposed Transaction remains subject to a number of additional conditions outlined in the LOI, including, but not limited to, the following: execution of a definitive agreement and any ancillary agreements necessary to complete the Proposed Transaction; receipt of all requisite regulatory, corporate and third-party approvals, including the approval from the Exchange; receipt of all requisite shareholder approvals, including the approval of the shareholders of Marksmen; the entering of Marksmen into a definitive agreement for the disposal of all of its oil and gas assets and liabilities; the completion of the Debenture Conversion, and Marksmen having no outstanding liabilities as of the closing date of the Proposed Transaction; T1 completing the Concurrent Financing; satisfactory completion of due diligence by both T1 and Marksmen; and the resignation of all directors and officers of Marksmen, with the exception of John McIntyre. The LOI expires on August 31, 2025, if the definitive agreement has not been entered into by Marksmen and T1.
T1 Technology Corporation cancelled the acquisition of Marksmen Energy Inc. (TSXV:MAH) in a reverse merger transaction on September 2, 2025.