PACIFIC GREEN TECHNOLOGIES INC. (OTCMKTS:PGTK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Pacific Green Technologies Inc. (“PGTK”) has acquired 75% of the registered share capital of Shanghai Engin Digital Technology Co. Ltd, a company incorporated and registered in China (“ENGIN”), for maximum consideration of RMB 76,000,000. The vendor is Beijing Shouhang IHW Resources Saving Technology Company Ltd. (“Shouhang”), a company listed on the Shenzhen Stock Exchange in China.
PGTK and Shouhang agreed and signed the transaction on December 20, 2019 (the “Shouhang Agreement”). Consideration is payable as follows:
In connection with the closing of the transaction in regards to the Minority Agreement, we are issuing 125,000 restricted shares of our common stock to the Minority Vendors, two non-US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the shares will be issued in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended
On December 23, 2019, the Company issued a press release announcing the ENGIN acquisition. A copy of the press release is filed as Exhibit 99.1 and incorporated by reference herein.
(a) Financial Statements of Businesses Acquired.
As of the date of filing this Current Report on Form 8-K, it is impracticable for the company to provide the financial statements required by Item 9.01(a) of Form 8-K. In accordance with Item 9.01(a)(4) of Form 8-K, such financial statements will be filed by amendment to this Form 8-K within 71 days after the required filing date for this Current Report.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it is impracticable for the company to provide the pro forma financial information required by Item 9.01(b) of Form 8-K. In accordance with Item 9.01(b)(2) of Form 8-K, such financial information will be filed by amendment to this Form 8-K within 71 days after the required filing date for this Current Report.
| 2.1 | Share Purchase Agreement dated December 20, 2019 with Beijing Shouhang IHW Resources Saving Technology Company Ltd. |
| 2.2 | Share Purchase Agreement dated December 20, 2019 with Liu Tao and Liang Qi |
| 99.1 | Press release dated December 23, 2019. |
Pacific Green Technologies Inc. Exhibit
EX-2.1 2 f8k122019ex2-1_pacific.htm SHARE PURCHASE AGREEMENT DATED DECEMBER 20,…
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About PACIFIC GREEN TECHNOLOGIES INC. (OTCMKTS:PGTK)
Pacific Green Technologies Inc. is a development-stage company. The Company is focused on marketing, developing and acquiring technologies designed to improve the environment by reducing pollution. The Company has a network of agents to market the ENVI-Clean system. The ENVI-Clean system removes the sulfur dioxide, particulate matter, greenhouse gases and other hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal solid waste, diesel and other fuels. The ENVI-Clean system consists of five components: an induced draft fan; a gas conditioning chamber; the ENVI-Clean unit; a demister, and settling tanks. The ENVI-Clean system has various applications, including pulverized coal and stoker-grate boilers; heavy oil fired boilers; biomass and waste to energy boilers; lime kilns, dryers, shredders and foundries; industrial exhaust scrubbing of particulates and acid gases; diesel engines, and large marine and stationary engines, among others.
