Trakopolis Granted Approval and Vesting Order - Seite 2

On August 2, 2019, the Company announced that it had reached an agreement with its secured lender that provided for covenant relief subject to certain conditions.  One of the conditions was that the Company raise additional capital to achieve a liquidity balance of not less than US$800,000 by August 12, 2019. The Company was successful in this regard and the additional funds came largely from management, members of the Board and certain friends of the Company.  Another of the conditions was that the Company develop a plan together with milestones that would see the secured lender repaid in full by September 30, 2019. This requirement resulted in an expedited process to surface an executable transaction. Discussions ensued with several parties and the Company engaged in advanced discussions in connection with both a sale transaction and a refinancing transaction.  On October 2, 2019, the Company announced that the amendments to the agreement with its secured lender noted above had expired.  Final terms in respect of the sale and refinancing transaction could not be reached prior to the Company receiving a formal demand for payment under its secured credit facility on November 1, 2019 which in turn compelled the Company to file an Intention to Make a Proposal under the Act, which it did in respect of itself and SaaS on November 7 and 9th, 2019, respectively (collectively, the "Filing")

Following the Filing, the Company received three additional non-binding proposals. After consultation with Canaccord and its external legal advisors, the Board concluded that the proposal made by Geoforce was superior to the other proposals and on December 10, 2019, the Company entered into a period of exclusive negotiation with Geoforce that resulted in the execution of the Acquisition Agreement.  It is important to note that the Acquisition Agreement contemplates the acquisition by the Purchaser of substantially all the assets of SaaS and not the Company's other assets.  Upon completion of the transaction contemplated by the Acquisition Agreement, it is anticipated that a substantial portion of SaaS' secured and unsecured indebtedness will be repaid but no funds will flow to the Company. The Company is actively pursuing other transactions in an effort to monetize its remaining assets but there can be no guarantee that it will be successful in that regard.