Global Technologies And Tersus Power Enter Into Definitive Share Exchange Agreement

Global Technologies, Ltd GTLL, a holding corporation, which, through its subsidiaries, has operations engaged in the online sales of CBD and hemp-related products, has entered into a definitive share exchange agreement with Tersus Power, Inc.

On November 17, 2021, the company entered into a letter of intent to acquire Tersus Power. On March 9, 2022, the company entered into a share exchange agreement with Tersus Power and the Tersus shareholders. Under the terms of the exchange agreement, at closing the company shall deliver to the Tersus Shareholders a to-be-determined pro-rata number of shares of the company’s class A common stock for each one share of Tersus common stock held by the Tersus Shareholder. Such shares of the company’s class A common stock shall constitute 75% of the issued and outstanding shares of stock. Certain nominees by the Tersus Shareholders shall be appointed to the company’s board of directors.

Unless the exchange agreement shall have been terminated and the transactions therein contemplated shall have been abandoned, the closing of the exchange will take place at 5:00 p.m. Pacific Time on the second business day following the satisfaction or waiver of the conditions. Either party may terminate the exchange agreement if a closing has not occurred on or before June 30, 2022.

The company has elected to rescind the previously announced spin-off of its logistic subsidiary, Markets on Main, Inc., as Tersus Power has determined that MOM will be able to provide the logistics services much needed by it in the roll out of its hydrogen fueling and active storage facilities.

As such, the company has elected to grant its shareholders as of the record date a right to purchase additional shares of Tersus Power at a to be determined pro rata ratio of 2:1 to 5:1, or two shares for every one share owned to five shares for every one share owned. The shares to be issued in the rights offering will be registered with the Securities and Exchange Commission. The record date, pro rata ratio and price per share will be announced approximately 30 days prior to the closing date.