Most Home Corp. (OTC Bulletin Board: MHME), today announced it has entered into a non-binding letter of intent (“LOI”) with Yaletown Capital Corp. (“Yaletown”), which sets out the general terms and conditions of the proposed acquisition by Yaletown of 100% of the assets, intellectual property, trade secrets, key employees, contracts in place, contracts pending or under discussion with unrelated potential customers, business receivables and physical assets owned or used on a regular basis in relation to the Wireless Platform, subject to an independent appraisal to confirm the value of the assets, (collectively, “Kurio®” the acquisition of which are referred to as the “Acquisition”) from Most Home or its subsidiaries or business groups. Upon completion of the Acquisition, Yaletown shall directly or indirectly own a 100% interest in and title to Kurio® subject to any explicitly agreed encumbrances. Yaletown, as part of the Acquisition, will apply for full listing of the common shares of the Resulting Issuer on the Exchange (the “Listing”), concurrently with the completion of the Acquisition. Together the Acquisition and the Listing are collectively referred to as the “Qualifying Transaction”.
Upon completion of the proposed transaction, Most Home Corp. will hold 50.3% of the common voting shares of Yaletown Capital Corp. through its wholly owned subsidiary, Most Home Real Estate Services Inc.
Ken Galpin, CEO and director of Most Home, stated that, “We are very pleased to enter into this transaction with Yaletown Capital Corp.
Our Kurio® business has made good progress over the past two years but the current market dynamics demand that we invest further in its growth for the benefit of our stakeholders. By selling the operating assets of Kurio® to Yaletown, we will have access to the capital needed to reach our growth objectives and continue to forge a dominant market position.
As a major shareholder in Yaletown, through its wholly owned subsidiary, Most Home Real Estate Services Inc., Most Home Corp. and its shareholders will be positioned to reap the benefit of Kurio’s® growth in the years ahead.” He went on to say, “This transaction represents an immediate improvement to the balance sheet of Most Home Corp. and is a significant step forward in our efforts to refocus the company’s operations. The shares of Yaletown to be issued to Most Home under the Acquisition will be held in escrow subject to release in stages over 36 months, as required by the policies of the Exchange, however, it is our intent moving forward to sell some of the shares received in the transaction, on an orderly basis, to pay off debt while seeking to maximize the remaining value for our shareholders. We are delighted to be working with the principals of Yaletown and look forward to a mutually rewarding future.”
Brian Causey, the CFO and a director of Yaletown, stated that “We are pleased to be proceeding with the proposed Acquisition and the commencement of our due diligence review of Kurio. Based upon the limited information that we have reviewed to date, Kurio appears to be a promising business and the transaction, if completed, will be a positive development for Yaletown.”
As consideration for the acquisition of Assets, Yaletown has agreed to pay Most Home aggregate consideration of $1,982,000 as follows:
(a) $180,000 in cash (“Cash Consideration”);
(b) 8,100,000 common shares of the Company at a deemed price of
$0.22 per common share (the “Share Consideration”),
Upon signing of the LOI, Yaletown advanced to Most Home $20,000 as a refundable deposit (the “Deposit”) to be applied against the Cash Consideration upon the completion of due diligence with respect to the Assets to Yaletown’s satisfaction. The Deposit is evidenced by a promissory note bearing interest at 8% per annum calculated monthly, not in advance.
In addition to the Share Consideration, Yaletown has agreed to issue to Most Home the following additional common shares should the acquisition of the Assets result in the following performance milestones:
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