30 April 2021
Proposed Acquisition of US Digital Asset Management Business
Pointerra Limited (ASX: 3DP) (“Pointerra”; “Company”) has signed a Non-Binding Term Sheet (“Term Sheet”) to acquire the business assets and undertakings (“Proposed Acquisition”) of US drone-based digital asset management business, Airovant, LLC(“Airovant”).
Key Transaction Terms
The Proposed Acquisition is subject to the completion of further due diligence activities and the execution of a formal Business Purchase Agreement between Pointerra, Airovant and the four founders of Airovant.
The Term Sheet contains the following key transaction terms:
1. Upon settlement, Pointerra will issue to Airovant ordinary shares in Pointerra to the value of US$1 million in exchange for acquiring the business assets and undertakings of Airovant. The numberof shares to be issued to Airovant willbe calculated based on the Closing Price of Pointerra shares at the date the Business Purchase Agreement between the two partiesis executed.
2. Upon settlement, Pointerra will enter into Employment Agreements with the four Airovant founder employees. These Employment Agreements will include the issue of up to 2 million ordinary shares(or equivalent performance rights,or options over ordinary shares) in Pointerra Limited to each Airovant employee, with the shares vesting in three equal tranches of up to 666,667 shares (or equivalent equity instruments) over a three year period on the anniversary of 1, 2 and 3 years continuous employment with Pointerra.
3. Total purchase consideration will comprise US$1 million in ordinary shares in Pointerra (a portion of which will be voluntarily escrowed for a period of up to 12 months from the date of issue) issued at settlement and up to 8 million ordinary shares (or equivalent equity instruments) in Pointerra issued at settlement but vesting over the three year continuous employment period.