Neither TSX Venture Exchange nor its regulatory service provider (as defined in the TSX Venture Exchange guidelines) assumes responsibility for the adequacy or accuracy of this publication. TSX Venture Exchange Inc. did not disclose the benefits of the proposed transaction and did not approve or reject the contents of this press release. ADVISORY: This press release contains forward-looking statements. While the Company believes that the expectations expressed in these forward-looking statements are appropriate, they should not be relied upon inappropriately, as the Company cannot provide assurance that they will be correct. Because forward-looking statements refer to future events and conditions, they are inherently related to inherent risks and uncertainties. Forward-looking statements contained in this press release are made as of the date of this press release and the Company undertakes no agreement to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Neither TSX Venture Exchange nor its regulatory service provider (as defined in the TSX Venture Exchange guidelines) assumes responsibility for the adequacy or accuracy of this publication. Investors are informed that any information published or received in connection with the transaction, with the exception of the disclosure of management information or misrepresentation made by Quinto in connection with the transaction, may not be accurate or complete and should not be used. Trading in Quinto`s securities should be considered highly speculative. Under the agreement, Quinto will purchase all issued and outstanding shares of the subsidiaries at closing for a cash purchase price of $21,000,000.
The purchase price is adjusted to take into account the cash and long-term debts of the subsidiaries and for the working capital of the subsidiaries at the close above or below a target amount. The purchase price is subject to a deduction of $750,000 for working capital adjustment and compensation for certain existing disputes. The agreement contains assurances and guarantees, agreements, conditions and allowances for each of the parties, as is the case for transactions of this type. A copy of the agreement is published on the respective profiles of the parties under www.sedar.com. The transaction, upon completion, constitutes a „business change“ of Quinto pursuant to Directive 5.2 – Changes in TSXV`s reverse operations and acquisitions. Trading in Quinto`s common shares is halted as a result of this announcement and remains suspended until the resumption of trading is authorized by TSXV. The closing of the transaction is conditional on compliance with a number of conditions, including obtaining the consent in force and the agreement of Quinto shareholders.