GVM, Inc. has directly acquired ownership and control of an aggregate of 2,178,964 common shares in the capital of AgJunction Inc.
GVM now owns and controls an aggregate of 10,385,079 Common Shares, representing approximately 14.4% of the total issued and outstanding Common Shares. This number includes 35,000 Common Shares owned and controlled by Mark Anderson, a director of AgJunction and the president and chief executive officer of GVM. Anderson also holds options to purchase 15,000 Common Shares.
The Common Shares were issued to GVM due to the payment of a $1,400,000 earn out that was payable upon the achievement of certain revenue growth targets for the 2013 fiscal year pursuant to the acquisition by Hemisphere GPS LLC, a subsidiary of AgJunction, of business assets from GVM. The acquisition was completed on Jan. 31, 2012. GVM may from time to time dispose of some or all of the existing Common Shares, or continue to hold the Common Shares in the normal course of its activities, subject to compliance with applicable laws and the voting and lock-up agreement to which GVM and AgJunction are parties that was entered into in connection with the Acquisition. The Common Shares were issued in reliance of the asset acquisition exemption set forth in Section 2.12 of National Instrument 45-106 - Prospectus and Registration Exemptions.