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     105  0 Kommentare Interfield Global Software Inc. Announces Letter of Intent with JRL Energy Inc.

    VANCOUVER, British Columbia, June 24, 2024 (GLOBE NEWSWIRE) -- Interfield Global Software Inc. (CBOE CA: IFSS) (the ‎‎“Company”)‎ is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) on June 21, 2024 to enter a business combination with JRL Energy Inc. (“JRL”), a privately held arm's length company (the “Transaction”). JRL is a full service provider and processor of high-quality thermal and specialty coal, committed to responsible energy transition.

    Concurrently with or prior to closing of the Transaction, JRL intends to complete a private placement to raise gross proceeds of up to USD 15,000,000 (“JRL Private Placement”). If the private placement occurs substantially contemporaneous with the Transaction, the terms of the JRL Private Placement including the number of shares and price per share shall be determined in accordance with the policies of Cboe Canada Inc. (“Cboe Canada”) and other applicable securities regulators and shall be subject to approval of Cboe Canada and such regulator, as applicable. There is no assurance that the JRL Private Placement will be completed.

    The Transaction

    The Transaction will be completed by way of share exchange, three-cornered amalgamation, merger, amalgamation, arrangement or other similar structure which would result in the Company (upon completion of the Transaction, referred to as the “Resulting Issuer”) becoming the holding company of JRL and the subsidiaries and affiliates of JRL becoming subsidiaries and affiliates, as applicable, of the Resulting Issuer. It is intended that following the Transaction, the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) will be listed for trading on the Cboe Canada. Upon completion of the Transaction, the security holders of common stock of JRL will receive Resulting Issuer Shares in consideration for common stock of JRL at an exchange ratio to be determined in accordance with the valuations of each of JRL and the Company prepared by independent third-party valuators. The parties shall mutually discuss the treatment of other outstanding convertible securities of JRL.

    The final structure of the Transaction is subject to tax, corporate and securities law advice that each of the Company and JRL may receive.

    Subject to satisfactory completion of customary due diligence, the Company and JRL shall commence good faith negotiations of a definitive merger, amalgamation or share exchange agreement (the “Definitive Agreement”). The Definitive Agreement will be subject to customary conditions precedent for transactions of this nature. The Definitive Agreement will also provide that: (a) a portion of the Resulting Issuer Shares issued to securityholders of JRL may be subject to escrow provisions imposed under the policies of Cboe Canada; and (b) that any such escrowed Resulting Issuer Shares would, to the extent required, be held in escrow and released, over time, as determined by Cboe Canada.

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    Interfield Global Software Inc. Announces Letter of Intent with JRL Energy Inc. VANCOUVER, British Columbia, June 24, 2024 (GLOBE NEWSWIRE) - Interfield Global Software Inc. (CBOE CA: IFSS) (the ‎‎“Company”)‎ is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) on June 21, 2024 to enter a …