Ynvisible, Network Exploration Announce Proposed RTO Transaction

Ynvisible S.A. and Network Exploration Ltd. have entered into a binding letter of intent (LOI) dated April 29, 2016, which sets out the basic terms and conditions pursuant to which Network will acquire 95.53% of the issued and outstanding shares of Ynvisible in exchange for common shares of Network.
 
Pursuant to the terms of the LOI, the majority of Network’s management and directors will be replaced with nominees of Ynvisible, and the company will issue sufficient securities such that the transaction will constitute a change of business Reverse Takeover (RTO) under the rules of the TSX Venture Exchange.
 
Upon successful completion of the RTO, Network will cease all operations as a mineral exploration company, and will be listed as a Tier 2 Technology Issuer on the Exchange, operating in the smart labeling space.
 
Network and Ynvisible have entered into the LOI setting out certain terms and conditions pursuant to which the proposed transaction will be completed. The transaction terms set out in the LOI are binding, and the RTO is subject to the parties successfully entering into a definitive business combination agreement in respect of the RTO on or before May 15, 2016, or such other date as Network and Ynvisible may mutually agree to.
 
The LOI also contemplates other material conditions precedent to be fulfilled prior to the closing of the RTO, including, the completion of a financing to raise gross proceeds of a minimum of $3,300,000, customary due diligence, and all requisite board and shareholder approvals being obtained.
 
It is expected that the RTO will be structured as a share exchange such that Ynvisible will become a wholly owned subsidiary of Network upon closing of the RTO.
 
Upon completion of the RTO, it is anticipated that the board of directors of the resulting issuer will be comprised of the following individuals:
• Jani-Mikael Kuusisto – CEO and director
• Inês Henriques – COO and director
• Carlos Pinheiro – CTO
• Darren Urquhart – CFO
• Duarte Mineiro – director
• Alexander Helmel – director
 
Ynvisible aims to be a leading company in the emerging printed electronics sector. It is a private company incorporated under the laws of Portugal with assets located in Portugal.Network was previously involved in the identification, exploration and development of viable mineral properties in South America and Canada.