North Group Finance has entered into a definitive amalgamation agreement with Peekaboo Beans Inc., a wholly-owned subsidiary of North Group ‘Subco,’ recently to acquire all of the outstanding shares of Peekaboo Beans. Pursuant to the Amalgamation Agreement, Subco has agreed to amalgamate with Peekaboo Beans, with the amalgamated company becoming a wholly-owned subsidiary of North Group, and all outstanding common shares of Peekaboo Beans will be exchanged for common shares of North Group on a one-for-one basis.
North Group intends to effect a consolidation of the outstanding North Group Shares on or before the closing of the Transaction at a ratio of one (1) post-consolidation North Group Share for every three (3) pre-consolidation North Group Shares, in connection with the Transaction. Presently, North Group has 2,935,175 issued and outstanding North Group Shares. Accordingly, the total number of North Group Shares issued and outstanding following the consolidation is expected to be 978,392. North Group is expected to issue an aggregate of 7,188,346 North Group Shares to the holders of Peekaboo Shares, post-consolidation, upon closing of the Transaction, assuming the completion of the maximum amount of the Concurrent Financing, defined below. The Transaction is arm's length and shall constitute a Reverse Takeover of North Group under the policies of the TSX Venture Exchange. The name of the resulting issuer will be ‘Peekaboo Beans Inc.’ and it will be classified as an ‘apparel’ company, according to the company sources.
Founded in 2006 by Mrs. Traci Costa, Peekaboo Beans is a children's lifestyle apparel brand that creates high-quality, ethically manufactured children playwear