Veji Enters Into Definitive Agreement to Acquire Assets from Future Investments
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Vancouver, British Columbia – TheNewswire - March 18, 2025 – Veji Holdings Ltd. (CSE:VEJI.X) (OTC Pink: VEJIF) (“Veji” or the “Company”) announces that it has entered into a definitive agreement dated March 18, 2025, (the "Definitive Agreement") to acquire certain assets (the "Transaction") from Future Investments Holding OÜ (the "Vendor"). The Transaction is an arm's length transaction.
The Transaction
The purchased assets are comprised of approximately 8,750 grams of graphene ("Graphene Supply") and proprietary technology using inorganic materials to create new composite materials based on graphite, which have increased strength and electrical conductivity to be generally used as the main component in the production of chemically and thermally stable materials, catalyst carriers, sorbents, high-temperature insulating materials (the "Proprietary Technology", together with the Graphene Supply, the "Purchased Assets"). Subject to the closing of the Transaction, Veji will enter into a consulting agreement with Mr. Michael Turner, the principal of the Vendor, as the Company's Chief Technology Officer (the "CTO").
Mr. Turner is a seasoned professional with over two decades of experience in the resource industry. Most recently, he developed Ultrasonic Technology in graphene applications for cement, batteries, and standalone power. He designed and tested processes, secured licensing, and established commercial viability. Michael's vision and expertise continue to inspire progress and innovation within the industry, ensuring long-term success and positive change.
Upon the acquisition of the Purchased Assets, Veji intends to, with the services of Mr. Turner as CTO, focus on the application of the Proprietary Technology to manufacture and distribute enhanced composite materials (the "New Business"), to be used in industries such as construction, manufacturing and infrastructure. Veji's focus on developing the New Business will result in a "Change of Business" as defined under the Canadian Securities Exchange (the "CSE") policies. In this regard, the Company expects to file a listing statement with the CSE for approval. The listing statement will contain details regarding the transaction, the Purchased Assets and the New Business.
Terms of the Transaction
Pursuant to the Definitive Agreement, as consideration for the Purchased Assets, the Company will issue to the Vendor an aggregate of 4.2 million common shares in the capital of the Company (each a "Consideration Share") at a deemed price of $0.50 per Consideration Share for an aggregate value of $2.1 million. The Consideration Shares will be subject to a statutory four (4) month and one (1) day hold period and any CSE escrow conditions. It is expected that upon completion of the Transaction, Veji will continue to meet the listing requirements for a technology issuer. No finder’s fees are payable in connection with the Company’s acquisition of the Purchased Assets.
Veji currently has 12,349,173 common shares issued and outstanding. Upon closing of the Transaction, Veji will have an aggregate of 16,549,173 common shares issued and outstanding. The Vendor's 4.2 million Consideration Shares will represent approximately 25.38% of all issued and outstanding common shares of Veji.
Trading Halt
Trading in Veji common shares on the CSE will remain halted in compliance with the policies of the CSE in connection with the announcement of the transaction as this would be a change of business under the policies of the CSE, and is expected to remain halted pending the review of the transaction by the CSE and satisfaction of the conditions of the CSE for resumption of trading. It is not expected that trading in the Veji common shares will resume prior to the closing.
The Company is a reporting issuer in Canada and is listed on the Canadian Securities Exchange under the symbol “VEJI.X” and on the OTC under the symbol “VEJIF”.
For more information, please visit www.VejiHoldings.com.
On Behalf of the Board of Directors
Guy Bourgeois
Director & Chief Executive Officer
Telephone: 604-687-2038 Email: ir@vejiholdings.com
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and includes those risks set out in the Company's management’s discussion and analysis as filed under the Company's profile at www.sedarplus.ca. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward- looking information, other than as required by applicable securities laws.