Kobo Resources Inc. Completes Reverse Takeover
KOBO RESOURCES INC. (formerly Meteorite Capital Inc.)
PRESS RELEASE
For immediate release
Not for distribution to United States newswire services or for release publication, distribution or
dissemination directly, or indirectly, in whole or in part, in or into the United States.
KOBO RESOURCES INC. COMPLETES REVERSE TAKEOVER
March 29, 2023 – Montreal, Québec – Kobo Resources Inc. (formerly Meteorite Capital Inc.)
(the “Corporation”) today announces that it has completed its previously-announced reverse takeover
(the “Qualifying Transaction ”). The Corporation has changed its name to “Kobo Resources Inc.”, and,
subject to final TSX Venture Exchange (“TSXV”) approval, trading in the common shares of the Corporation
is expected to commence on the TSXV on or about March 31 , 2023 under the symbol “KRI”.
In connection with the Qualifying Transaction, the Corporation acquired all of the issued and outstanding
securities of Boko Resources Inc. (formerly known as Kobo Resources Inc.) (“ Boko”) pursuant to a three-
cornered amalgamation whereby (i) Boko amalgamated with a wholly-owned subsidiary of the Corporation;
and (ii) the Corporation issued one Corporation Share (as defined below) to former Boko’s shareholders in
exchange for every one common share of Boko (the “ Boko Shares”) so acquired (the “Amalgamation”).
For further information on the Qualifying Transaction, please refer to the filing statement of the Corporation
dated March 22, 2023 (the “ Filing Statement ”) filed under the Corporation’s profile on SEDAR at
www.sedar.com.
Concurrent Financing
On February 24, 2023, the Corporation and Boko completed the previously-announced private placement
(the “ Concurrent Financing ”) by way of the issuance of subscription receipts (as applicable,
the “Boko Subscription Receipts ” and the “ Corporation Subscription Receipts ”, and collectively,
the “Subscription Receipts ”) at a price of $0.25 per Subscription Receipt, raising gross proceeds of
$4,676,400.
Following the completion of the Amalgamation, in each case on a non-diluted and post-Consolidation (as
defined below) basis:
● the former shareholders of Boko hold 56,809,749 common shares of the Corporation
(the “Corporation Shares ”), representing approximately 73.85% of all issued and outstanding
Corporation Shares;
● the shareholders of the Corporation immediately prior to the Amalgamation hold 1,413,000
Corporation Shares, representing approximately 1.84% of all issued and outstanding Corporation
Shares; and
● 18,705,600 Corporation Shares were issued to participants in the Concurrent Financing,
representing approximately 24.32% of all issued and outstanding Corporation Shares.
The proceeds of the Concurrent Financing had been placed into escrow pending closing of the Qualifying
Transaction. Upon satisfaction of specified escrow release conditions, which included, among other things,
the completion or waiver of all conditions precedent to the Qualifying Transaction, each Subscription
Receipt was automatically converted into one Boko Share (which, upon the closing of the Qualifying
Transaction, converted into one Corporation Shares) or one Corporation Share, as applicable, and one-half
of one Boko Share purchase warrant or one-half of one Corporation Share, as applicable, with each whole
warrant entitling the holder thereof to acquire one Boko Share or one Corporation Share, as applicable, for
a period of 24 months from the date of issuance, subject to accelerated time of expiry, at an exercise price
of $0.40 per Boko Share (which converted into one warrant to purchase Corporation Shares at a price of
$0.40 per Corporation Share following the completion of the Qualifying Transaction) or per Corporation
Share, as applicable (the “Corporation Warrants”).
In consideration for the services of Leede Jones Gable Inc., as agent (the “ Agent”), with respect to the
brokered offering of Subscription Receipts for gross proceeds of $4,621,400 (the “ Brokered Financing”),
Boko and the Corporation have paid to the Agent a cash commission of $151,028.00, equal to 6% of the
gross proceeds raised under the Brokered Financing (other than proceeds originating from subscriptions
from Boko and the Corporation’s president’s list of subscribers (the “President’s List”), on which the agent’s
commission is 2% of the gross proceeds from the President’s List), as well as Agent Unit Warrants (as
defined below) equal to 6% of the number of Subscription Receipts pursuant to the Brokered Financing
(excluding President’s List subscriptions). “ Agent Unit Warrants” means (i) the 595,528 Agent’s warrants
issuable in connection with the issuance of the Boko Subscription Receipts, each exercisable to acquire
one unit of the Corporation (a “Unit”) at a price of $0.25 per Unit for a period of 24 months following March
29, 2023, each Unit being comprised of one Corporation Share and one half of one Corporation Warrant,
and (ii) the 125,784 Agent’s warrants issuable in connection with the issuance of the Corporation
Subscription Receipts, each exercisable to acquire one Unit of the Corporation at a price of $0.25 per Unit
for a period of 24 months following March 29, 2023, each Unit being comprised of one Corporation Share
and one half of one Corporation Warrant.
Name Change and Share Consolidation
Immediately before the completion of the Amalgamation, the Corporation changed its name to “Kobo
Resources Inc.” and completed a share consolidation on the basis of one (1) post-Consolidation Corporation
Share for every five (5) pre-Consolidation Corporation Share held (the “ Consolidation”). An aggregate of
56,809,749 Corporation Shares (post-Consolidation) were issued as consideration for 56,809,749 common
shares of Boko. Upon the completion of the Amalgamation, Consolidation and Concurrent Financing, there
are 76,928,349 Corporation Shares issued and outstanding.
The registered and head office of the Corporation are located at 388 Grande-Allée Est, Suite 101, Québec,
Québec, G1R 2J4.
Escrowed Securities
Pursuant to the policies of the TSXV, Corporation Shares received by certain shareholders (the “ Escrow
Shares”) who: (i) are “Principals” of the Corporation; (ii) will hold Corporation Shares considered to be
“value escrow securities” by the policies of the TSXV; or (iii) are other parties, identified by the TSXV, are
subject to escrow conditions prescribed by the TSXV pursuant to the terms of an agreement entered into
among the Corporation, the holders of Escrow Shares and TSX Trust Company, as escrow agent (the “ QT
Escrow Agreement”).
Upon completion of the Amalgamation and the Consolidation, an additional 9,833,333 Corporation Shares
are subject to value escrow pursuant to the policies of the TSXV. Pursuant to the QT Escrow Agreement,
10% of such escrowed securities will be released at the time of issuance of the TSXV’s final bulletin relating
to the Qualifying Transaction, and the balance will be released in tranches over the next 36 months.
Board of Directors and Management
As approved by the shareholders of the Corporation at the special meeting of shareholders held on February
7, 2023 (the “Meeting”), following the completion of the Qualifying Transaction, the board of directors of the
Corporation is comprised of Edouard Gosselin, Paul Sarjeant, Frank Ricciuti, Patrick Gagnon, Jeff Hussey
and Charles R. Spector. Edouard Gosselin will now serve as the Corporation’s Chief Executive Officer and
Corporate Secretary, Paul Sarjeant will serve as President and Chief Operating Officer and Gilles Couture
will serve as Chief Financial Officer. Detailed profiles of the individuals that have been appointed officers
and directors of the Corporation are included in the Filing Statement.
Appointment of Auditors
Concurrent with the closing of the Qualifying Transaction, BDO Canada LLP are expected to be appointed
auditors of the Corporation.
Adoption of amendments to the Stock Option Plan
At the Meeting, shareholders of the Corporation approved a stock option plan to be put into effect as the
stock option plan of the Corporation following closing of the Qualifying Transaction (the “ Stock Option
Plan”). The Stock Option Plan was conditionally approved by TSXV on March 16, 2023.
The Stock Option Plan is intended to enable the directors, officers, employees and other eligible participants
thereunder to provide an incentive to such individuals to achieve the longer term objectives of the
Corporation, to give suitable recognition of the ability and industry of such persons who contribute materially
to the success of the Corporation and to attract and retain persons of experience and ability, by providing
them with the opportunity to acquire an increased proprietary interest in the Corporation.
For further details of the Stock Option Plan, please refer to the Corporation’s management information
circular dated January 9, 2023, filed under the Corporation’s profile on SEDAR at www.sedar.com.
Further Information
All information contained in this news release with respect to the Corporation and Boko was supplied by the
parties respectively, for inclusion herein, without independent review by the other party, and each party and
its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Qualifying Transaction, please contact:
Edouard Gosselin, Chief Executive Officer
Telephone: 1-418-609-3587
Email: [email protected]
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved
nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN
THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY
OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD ‐LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements”
(collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities
legislation. All statements, other than statements of historical fact, are forward-looking statements and are
based on expectations, estimates and projections as at the date of this news release. Any statement that
involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always using phrases such as “expects”, or “does
not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”,
“estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions,
events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking statements. In this news release, forward-looking
statements relate, among other things, to: information concerning the Qualifying Transaction, expectations
for the effects of the Qualifying Transaction or the ability of the Corporation to successfully achieve business
objectives, expectations regarding the completion and availability of financing, and expectations for other
economic, business, and/or competitive factors. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered reasonable, are subject to known and
unknown risks, uncertainties, and other factors which may cause the actual results and future events to
differ materially from those expressed or implied by such forward-looking statements. Such factors include,
but are not limited to: general business, economic, competitive, political and social uncertainties; and the
delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking
statements and information contained in this news release. Except as required by law, the Corporation and
Boko assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by law.