Impact Housing Corporation entered into a letter of intent to acquire Yubba Capital Corp. (TSXV:YUB.P) in a reverse merger transaction.
December 30, 2022
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Impact Housing Corporation (IHC) entered into a letter of intent to acquire Yubba Capital Corp. (TSXV:YUB.P) in a reverse merger transaction on December 1, 2022. Impact Housing Corporation entered into a share exchange agreement to acquire Yubba Capital Corp. (TSXV:YUB.P) in a reverse merger transaction on April 14, 2023. Pursuant to the transaction, holders of common shares in the capital of IHC, including those investors in the concurrent offering, will receive one consolidation Share common share (consolidated on a 1:26.0903 basis) in the capital of Yubba for each IHC Share held. In conjunction with, and prior to the closing of the transaction, IHC intends to complete a private placement offering of a minimum $6 million of subscription receipts. Yubba will seek to change its name to Impact Development Group Inc. In connection with the Closing, Yubba's board of directors and officers will be reconstituted with nominees of IHC to serve as directors and officers of the Resulting Issuer. Subject to applicable shareholders and the TSXV's approval, it is anticipated that the officers and directors of the Resulting Issuer will be, Thomas Wenz Proposed CEO and Director, Swapan Kakumanu Proposed CFO, Delia Jaramillo Proposed COO, Grant Duthie Proposed Corporate Secretary, Joshua Lebovic Proposed Director, Raymond D. Harari Proposed Director, Sophie Galper-Komet Proposed Director, Oscar Hilt Tatum IV Proposed Director.
Completion of the transaction is subject to a number of conditions including, but not limited to: (a) completion of satisfactory due diligence; (b) execution of a definitive agreement; (c) completion of the private placement offering; (d) receipt of regulatory, corporate and third-party approvals; (e) acceptance of the transaction as Yubba's Qualifying transaction by the TSXV; (f) receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV; and (g) shareholders of Yubba approving certain matters ancillary to the transaction, including the Share Capital Amendment, completion of Debt Conversion, completion of Notes Conversion, completion of Yubba Consolidation. The shareholders meeting of Yubba is scheduled on June 21, 2023.
IHC is represented by Garfinkle Biderman LLP. Yubba is represented by Paolone Law Professional Corporation. TSX Trust Company acted as transfer agent to Yubba.
Impact Development Group Inc. is a real estate developer that provides housing solutions. The Company is focused on development and redevelopment of apartments. The Company owns and operates family and senior housing in Northern and Southern California. Its properties include Twin Oaks Apartments, Villa Vasona Apartments, Apartamentos de la Esperanza, Colosimo Apartments, Las Brisas Apartments, Canoas Terrace Apartments, Betel Apartments, Adobe Villas, Cherrywood Senior Apartments, El Monte West Apartments, Holly Heights I & II, Sagewood Manor, Villa Del Comanche, Alturas Gardens Apartments, Desert Horizon Apartments, Grace & Laughter Apartments, Sunnyside Glen Apartments, Clayton Villa Apartments, Sutter Village Apartments, Jamestown Terrace Apartments, and Grass Valley Terrace. It also provides asset management for its stabilized operating apartments, which includes oversight of the property manager and maintenance personnel, payment of certain fees and distribution of net revenues.