Valdor Technology International Inc. (CNSX:VTI) entered into a binding letter of intent to acquire Layer 2 Ventures Ltd. for CAD 5.2 million on November 18, 2021. Valdor Technology International Inc. (CNSX:VTI) entered into a share purchase agreement to acquire Layer 2 Ventures Ltd. on December 16, 2021. As consideration under the Transaction, Valdor will issue an aggregate of 16,666,667 common shares at CAD 0.30 per share, representing aggregate consideration of CAD 5,000,000. 50% of the Consideration Shares will be subject to a voluntary six month hold period from closing; and the remaining 50% of the Consideration Shares will be subject to a voluntary 12 month hold period from closing. In connection with the Transaction, Valdor, in its sole discretion, may conduct a private placement financing for gross proceeds of up to CAD 5,000,000 through the issuance of up to 16,666,667 units at a price of CAD 0.30 per Unit, with each Unit to be comprised of one common share and one warrant, each warrant exercisable for an additional common share at an exercise price of CAD 0.75 for two years after the date of issuance. In addition, in connection with the Transaction, Valdor will make a “line of credit” loan to Layer 2 for up to CAD 250,000. The Loan will be secured, will bear interest at 10% per annum, and will be repayable within 30 days of termination of the LOI or the definitive agreement respecting the Transaction, for any reason. The LOI contemplates that the parties will draft, finalize and execute a definitive agreement respecting the Transaction within 60 days. The Transaction and the execution of a definitive agreement are subject to mutual due diligence rights of the parties, requiring approval from the CSE and approval of the Valdor shareholders under CSE policies.

Valdor Technology International Inc. (CNSX:VTI) cancelled the acquisition of Layer 2 Ventures Ltd. on August 26, 2022.