Yukoterre Resources Announces Proposed Reverse Takeover by Psychdelics Company Silo Wellness - Seite 2

It is anticipated that Yukoterre will hold an annual general and special meeting of its shareholders in connection with the Proposed Transaction, to, among other items of business (a) effect a share consolidation of common shares of Yukoterre (the “Yukoterre Shares”) on a two-for-one basis, (b) rename Yukoterre to “Silo Wellness Inc.” and (c) elect a board of directors with two director nominees designated by SILO, two director nominees designated by Yukoterre and one director mutually nominated by Yukoterre and SILO, in a manner that complies with the requirements of the CSE and applicable securities and corporate laws.

Pursuant to the LOI, upon completion of the Proposed Transaction:

1. All issued and outstanding SILO Shares will be exchange for Yukoterre Shares, whereby each holder of SILO Shares will receive one Yukoterre Share for each SILO Share held.
   
2. All outstanding options, warrants and future obligations to issue SILO Shares will be exchanged with options, warrants and future obligations to issue common shares in the resulting issuer.
   
3. Yukoterre will change its name to “Silo Wellness Inc.,” or such other name as may be acceptable to SILO, the CSE, and regulatory authorities.
   
4. The board of directors of the resulting issuer will be reconstituted to be comprised of five directors, two of which will be nominees of Yukoterre, two of which will be nominees of SILO and one of which will be a mutual nominee of Yukoterre and SILO. Management of the resulting issuer will be fully comprised of SILO representatives.

Yukoterre and SILO anticipate that the Proposed Transaction will close on or before August 14, 2020 or such other date as mutually agreed by both parties. When a definitive agreement between Yukoterre and SILO is executed, Yukoterre will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. The LOI shall terminate if the Proposed Transaction is not completed on or before October 30, 2020.  No finder’s fees are payable in connection with the Proposed Transaction.