Wheeler Resources Inc. entered into a non-binding letter of intent to acquire JM Capital II Corp. (TSXV:JCI.H) from shareholders in a reverse merger transaction.
Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation: receipt of all required regulatory, corporate and third-party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction; completion of satisfactory results from due diligence investigations for each of the parties; completion of the Financing; third party approval; majority of the minority shareholder approval; and other mutual conditions precedent customary for a transaction such as the Proposed Transaction. The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction, is not subject to TSXV Policy 5.9, and it is not expected that the Proposed Transaction will be subject to approval by JMCC's shareholders. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There are no Non-Arm's Length Parties of JMCC that are Insiders, officers or shareholders of Wheeler. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both JMCC and Wheeler.