PlasCred Inc. entered into a non-binding agreement to acquire Cover Technologies Inc. (CNSX:COVE) from shareholders for CAD 3.5 million in a reverse merger transaction on October 4, 2022. Cover Technologies Inc. will issue up to an aggregate of 35,000,000 Shares at a deemed price of CAD 0.10 per Share on a pro rata basis to the securityholders of PlasCred. Cover Technologies Inc. would take assignment of a securities exchange agreement dated August 2, 2022 between 1346487 B.C. Ltd. and PlasCred Inc. including an assignment of the monies that have been advanced by 1346487 B.C. Ltd. to Plascred, which are expected to be CAD 800,000 by the time of closing of the Assignment and secured by a general security agreement over all the assets of Plascred.

In consideration for the Assignment, Cover Technologies Inc. will issue to 1346487 B.C. Ltd. 12,000,000 units at a deemed price of CAD 0.10 per unit, with each Unit consisting of one common share of Cover Technologies Inc. and one Share purchase warrant exerciseable for a period of two years at an exercise price of CAD 0.25 per Share. Cover Technologies Inc. announces a non-brokered private placement of up to CAD 400,000, the proceeds of which will be used for general working capital purposes as well as to help fund the closing of the Transaction. Completion of the Transaction remains subject to satisfactory due diligence by the parties, approval by Canadian Securities Exchange and approval of Cover Technologies Inc. shareholders.

The parties intend to enter into a definitive agreement on or before October 31, 2022. The LOI includes a completion deadline for the Transaction of November 30, 2022. As of July 31, 2023, Cover Technologies received conditional approval for Re-Listing following business combination with PlasCred Inc. Clark Wilson LLP acted as legal advisor to Cover Technologies Inc. (CNSX:COVE) and Torys LLP acted as legal advisor to PlasCred Inc.