CONSOLIDATED GEMS, INC. (OTCMKTS:CGEM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement
CONSOLIDATED GEMS, INC. (OTCMKTS:CGEM) Files An 8-K Entry into a Material Definitive Agreement
On July 24, 2017, the Company entered into a Term Sheet with Lior Barash, Erez Glazer, Lior Wayn, and Lior Dolfin, (collectively, the ‘’Sellers”) for the acquisition of all of the issued shares of the Cyber Security technology business “Attofensive”, a company incorporated under the laws of Israel. The Company has a 120 day period to conduct due diligence and negotiate a formal share sale agreement.
The purchase price is up to USD$20,000,000 which is to be satisfied as follows:
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a) |
The sum of USD$25,000 payable to the Sellers for due diligence expenses, 30 business days from the execution of the Term Sheet; |
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b) |
A further USD$25,000 each month after the date in a) above for due diligence expenses, for 3 months, payable to the Sellers for working capital purposes; |
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c) |
An issue of fully paid ordinary shares of common stock of the Company to the value of USD$5,000,000 (less any payments made to The Sellers under (a) and (b) above) to the Sellers at an issue price of USD$0.10 per share of common stock (Consideration Shares); |
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d) |
The issue to the Sellers of shares of common stock to the equivalent to USD$5,000,000 at the issue price of USD$0.20, subject to the Sellers achieving sales revenue of USD$100,000 within twelve months after the first anniversary of Completion; |
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e) |
The issue to the Sellers of shares of common stock to the equivalent to USD$5,000,000 at the issue price of USD$0.20, subject to the Sellers achieving sales revenue of USD$1,000,000 within twelve months after the first anniversary of Completion; and |
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f) |
The issue to the Sellers of shares of common stock to the equivalent to USD$5,000,000 at the issue price of USD$0.20, subject to the Sellers achieving sales revenue of USD$2,500,000 within twelve months after the first anniversary of Completion. |
If the Transaction is terminated or is in the reasonable opinion of the Company unable to proceed at any point, the Vendors and the Sellers have agreed to convert any monies paid to the Sellers under (a) and (b) above into convertible securities in the Sellers.
As part of the agreement and as a condition to completion, the Company will raise USD$5,000,000.
Pending completion, The Sellers are required to carry on business in the ordinary course.
Prior to completion The Sellers is discharge all encumbrances, mortgages, liens bank loans and other security holdings other than no more than $200,000 from past working capital.
| Item 9.01 |
Financial Statement and Exhibits |
| 99.1: |
Term Sheet dated July 24, 2017 |
CONSOLIDATED GEMS, INC. ExhibitEX-99.1 2 a51597625ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 CONSOLIDATED GEMS,…To view the full exhibit click here
About CONSOLIDATED GEMS, INC. (OTCMKTS:CGEM)
Consolidated Gems, Inc. is a subsidiary of Power Developments Pty Ltd. The Company plans to look for opportunities in the resources industry. The Company decided to expand its focus to include precious gems and was assessing several gem opportunities. After a review of the results of exploration on the gem tenement, the Company decided to relinquish the exploration license. Presently, the Company has no source of revenue and has not identified any mineral exploration properties.