- Whatcom Capital II (WAT.P) and TerraZero Technologies (TZ) have signed a definitive business combination agreement
- TerraZero Technologies is a well-capitalized, revenue producing and vertically integrated metaverse development group and leading Web 3.0 technology company
- The agreement is expected to result in the reverse takeover of Whatcom by TZ
- Whatcom Capital II is a capital pool company
- Whatcom Capital II (WAT.P) was unchanged at $0.07 at 9:33 AM ET
Whatcom Capital II (WAT.P) and TerraZero have signed a definitive business combination agreement.
TerraZero is a well-capitalized, revenue producing and vertically integrated metaverse development group and leading Web 3.0 technology company specializing in immersive experiences, advertising, data analytics, events and infrastructure.
The agreement is expected to result in the reverse takeover of Whatcom by TZ and will constitute Whatcom’s “Qualifying Transaction”, as defined by TSXV Policy 2.4 – Capital Pool Companies (Policy 2.4).
Whatcom will consolidate all of the then issued and outstanding common shares of the corporation on the basis of one post-consolidation Whatcom share for each previously outstanding 3.5 Whatcom shares.
All of the issued and outstanding preferred shares in the capital of TZ will be converted to common shares in the capital of TZ.
In addition, TZ and 1396032 B.C. Ltd., a wholly-owned subsidiary of Whatcom, will be amalgamated under the Business Corporations Act (British Columbia) and continue as one corporation called TZ Technologies Operating Corp., which will be a wholly-owned subsidiary of Whatcom.
Furthermore, as the resulting issuer, Whatcom will change its name to TerraZero Technologies Inc. (on a post-closing basis).
Holders of the common shares in the capital of TZ will receive one resulting issuer share for each TZ share, and the TZ shares will be cancelled.
Each outstanding option, warrant and broker warrant exercisable to acquire shares in the capital of TZ will be exchanged for one replacement option, warrant or broker warrant, as applicable, exercisable at the equivalent price to acquire a resulting issuer share.
Whatcom Capital II is a capital pool company.
Whatcom Capital II (WAT.P) was unchanged at $0.07 at 9:33 AM ET.