The INX Digital Company, Inc. (the “Resulting Issuer” or the “Company”) (formerly Valdy Investments Ltd. (“Valdy”)) is pleased to announce the closing of its previously announced reverse takeover transaction (the “Transaction”).
Pursuant to the terms of an amended and restated securities exchange agreement dated November 3, 2021 (the “Securities Exchange Agreement”), Valdy acquired all of the issued and outstanding shares of INX Limited (“INX”). Following the completion of the Transaction, INX became a wholly-owned subsidiary of the Company and Valdy changed its name to that of the Resulting Issuer.
Prior to completion of the Transaction, the common shares of Valdy (the “Valdy Shares”) were consolidated on the basis of 2.7266667 pre-consolidation Valdy Shares for one-post consolidation Valdy Share.
In connection with the Transaction, on April 1, 2021, INX completed a subscription receipt financing led by PI Financial Corp. and Eight Capital for aggregate gross proceeds of C$39,600,000 (the “Financing”). Pursuant to the terms of the Financing, the escrow release conditions for the Financing have been satisfied and each subscription receipt has been converted into one common share of the Resulting Issuer (each, a “Resulting Issuer Share”) and one-half of one common share purchase warrant of INX (each whole warrant, an “INX Financing Warrant”) and the net proceeds from the Financing have been released from escrow. Each INX Financing Warrant is exercisable into one additional Resulting Issuer Share until [January 10, 2024] at an exercise price of $1.88 per Resulting Issuer Share.
The Company received conditional approval from the Neo Exchange Inc. (the “NEO Exchange”) on December 31, 2021 to list the Resulting Issuer Shares following the completion of the Transaction and the fulfillment of certain listing conditions. It is anticipated that the Resulting Issuer Shares will commence trading on the NEO Exchange under the ticker symbol “INXD”, following the issuance of the NEO Exchange’s final approval and listing bulletin.
Additional information with respect to the Transaction and the Resulting Issuer will be provided in the Resulting Issuer’s listing statement, which will be filed on the Resulting Issuer’s SEDAR profile at www.SEDAR.com prior to the commencement of trading of the Resulting Issuers Shares on the NEO Exchange.