Buzbuz Capital Corp. and Inolife R&D Inc., in connection with the business combination transaction announced on Oct. 2, 2020, have signed an engagement letter with Canaccord Genuity Corp. pursuant to which Inolife will complete a brokered private placement financing of up to $4-million in subscription receipts of Inolife at a price of 40 cents per subscription receipt. In addition, Canaccord will have an overallotment option to raise additional gross proceeds of up to $2-million, exercisable at any time prior to closing of the offering.

Each subscription receipt will automatically convert into one unit of Inolife on the satisfaction or waiver of all conditions precedent to the transaction and certain other ancillary conditions customary for transactions of this nature, without the payment of additional consideration or the taking of further action on the part of the subscriber. Each unit will comprise one common share in the capital of Inolife and one-half of one non-transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share in the capital of Inolife at a price of 70 cents per warrant share for a period of 12 months following the satisfaction of the release conditions.

The gross proceeds of the offering (less Canaccord’s expenses and 50 per cent of the 8 per cent commission payable to Canaccord as detailed herein) will be held in escrow pending the satisfaction of the release conditions. In the event the transaction does not occur on or before March 31, 2021, the gross proceeds shall be returned to the purchasers pro rata without any deduction and plus interest, and the subscription receipts shall be automatically cancelled. In connection with the offering, Canaccord is entitled to receive a commission, payable in cash or the equivalent value of subscription receipts, of 8 per cent of the aggregate gross proceeds of the offering, such election at the option of Canaccord. Further, Canaccord is entitled to receive common share purchase warrants equal to the 8 per cent of the number of subscription receipts sold under the offering, exercisable within 24 months from the date the release conditions are satisfied to acquire units at an exercise price of 40 cents per unit.

Unless permitted under securities legislation, all securities issued pursuant to the offering are subject to a hold period ending on the date that is four months and a day after the later of (i) the closing of the offering, and (ii) the date that Inolife became a reporting issuer in any province or territory. The offering is expected to close on or prior to Dec. 21, 2020.

As previously announced, the company and Inolife have entered into a definitive agreement that will, if fully implemented, result in a reverse takeover of the company by the current shareholders of Inolife by way of an amalgamation under the Canada Business Corporations Act.

We seek Safe Harbor.

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Chris Brown

Global Capital Markets