Mind Cure Health Inc. (CSE: MCUR) has closed the previously announced business combination with LNG Holdings Inc. The firm has also received conditional approval for the listing of its common shares and purchase warrants on the TSX Venture Exchange and will be delisted from the Canadian Securities Exchange.
“It is an honor and a privilege for LNG Energy to embark on this remarkable journey, carrying on the business that Mr. Rod Lewis has pioneered in Colombia. Rod has assembled a stable of quality assets and a top-tier-talent team that is competitive, experienced and unparalleled in the Colombian natural gas sector,” said CEO Pablo Navarro, who will remain the chief executive of the resulting company.
Before finalizing the transaction, the firm underwent a share consolidation, where every six pre-consolidation common shares were combined into one post-consolidation common share. In line with the transaction’s terms, Mind Cure acquired all outstanding shares of LNG Holdings, providing one post-consolidation common share for each LNG Holdings common share.
Additionally, the company’s location transitioned from British Columbia to Ontario, coinciding with a name change to “LNG Energy Group Corp.,” expected to take effect around August 17, 2023.
As part of the transaction’s completion, LNG Holdings conducted a subscription receipt financing that generated around $22.5 million in total proceeds. This financing consisted of two components:
- A brokered private placement involving 44,577,350 subscription receipts, each priced at $0.50 per subscription receipt. This placement was managed by a syndicate of agents co-led by Canaccord Genuity Corp. and Eight Capital, generating gross proceeds of approximately $22.3 million; and
- A non-brokered private placement, which included 266,000 subscription receipts, withan aggregate gross amount of $133,000 to the financing.
Mind Cure also additionally acquired all the outstanding shares of LEC indirectly through a wholly-owned subsidiary for approximately US$100 million, split into US$80 million in cash and US$20 million in common shares. Part of the funding for the acquisition will be derived from a US$70-million secured credit facility the firm also announced it closed with Macquarie Group pursuant to a previously arranged credit agreement.
Upon finalizing the transaction, the company’s fiscal year-end will align with LNG Holdings, set at December 31. Furthermore, MNP LLP, Chartered Professional Accountants, located in Toronto, Ontario, will take over the role of the company’s auditor from Davidson & Company.
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