Vancouver, British Columbia – January 7, 2025 (Globe Newswire) – CleanGo Innovations Inc. (CSE: CGII) (OTC: CLGOF) (FRA: APO2) (“CleanGo” or the “Company”), a leader in green-certified, eco-friendly industrial, commercial, and household cleaning solutions, announces that it has entered into a non-binding Letter of Intent (the “LOI”) with MakerSoul (Hong Kong) Limited (“MakerSoul”) dated January 6, 2025, to complete a transaction that would result in a reverse takeover (RTO) of CleanGo by MakerSoul (the “Proposed Transaction”). Upon completion, the combined entity (the “Resulting Issuer”) would continue under a new business structure and name.
If completed, the Proposed Transaction would represent a "fundamental change" under Canadian Securities Exchange (CSE) policies and will require shareholder approval at a special meeting (the “Shareholder Meeting”). The transaction is expected to be at arm’s length and remains subject to regulatory approvals, including final acceptance from the CSE.
Proposed Transaction Structure
Under the terms of the LOI, the Proposed Transaction may be completed by way of a three-cornered amalgamation, share exchange, plan of arrangement, or another form of business combination that will result in MakerSoul becoming a wholly owned subsidiary of CleanGo. The final structure will be determined after tax, corporate, and securities law review and will be formalized in a Definitive Agreement.
There are currently 4,997,361 common shares of CleanGo issued and outstanding. Following the transaction, holders of MakerSoul shares will own approximately 90% of the Resulting Issuer, with the final exchange ratio subject to adjustments.
All convertible securities of MakerSoul are expected to be converted into equivalent securities of the Resulting Issuer. CleanGo’s outstanding options and warrants will remain in effect on substantially similar terms, with standard anti-dilution protections.
A name change is also anticipated following the transaction, with full details to be disclosed in due course. The composition of the new board of directors and management team will be negotiated in good faith by both parties.
Financing and Other Key Terms
- Bridge Loan: MakerSoul will provide CleanGo a $35,000 bridge loan for working capital and transactional expenses. The loan will be interest-free and secured by a promissory note, due on the earlier of:
- the transaction closing date,
- May 30, 2025,
- termination of the Proposed Transaction, or
- an event of default.
- Break Fee: If either party terminates the Definitive Agreement, a break fee of $175,000 may be payable, subject to conditions outlined in the Definitive Agreement.
- Spinout Transactions: CleanGo plans to spin out its existing operational businesses and a subsidiary into a separate entity prior to the closing. After closing, the Resulting Issuer will focus solely on MakerSoul’s business.
- Escrow: Certain MakerSoul shareholders are expected to enter into 12-month escrow agreements, while no escrow will apply to CleanGo shareholders.
- Legal Disclaimer: Securities issued in the transaction will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an exemption.
About MakerSoul (Hong Kong) Limited
MakerSoul is a prominent retail platform for hardware, power tools, and safety supplies in Hong Kong. The company offers both wholesale and retail services through physical and digital channels, featuring internationally recognized brands. MakerSoul also owns its proprietary brand, TigerBull, specializing in user-friendly trolleys and other products.
- Fiscal 2023: Revenue of CAD $4M (100% YoY growth), Gross Profit: CAD $1.1M, Net Income: CAD $160K
- Fiscal 2024 (Proj.): Revenue: CAD $5.1M, Gross Profit: CAD $1.5M, Net Income: CAD $250K
- Fiscal 2025 (Est.): Revenue: CAD $5.8M, Gross Profit: CAD $2M, Net Income: CAD $310K, Profit Margin: 33%
The company continues to explore expansion opportunities in Asia and the emerging AI robotics industry.
About CleanGo Innovations Inc.
CleanGo Innovations Inc. is a forward-thinking company committed to developing and distributing innovative, green-certified cleaning solutions for the industrial, commercial, and household markets. With a focus on sustainability, efficiency, and non-toxic products, CleanGo aims to redefine the cleaning industry.
🔗 For more information, visit www.cleangoinnovations.com or view the company’s profile on SEDAR: www.sedarplus.ca
On behalf of the CEO & Board of Directors
Anthony Sarvucci
Chief Executive Officer
CleanGo Innovations Inc.
For More information Contact:
Phone 1 346 202 6202
Forward-looking Information
This news release may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation. Forward-looking statements can often be identified by words such as “will”, “plans”, “expects”, “may”, “intends”, “anticipates”, “believes”, proposes” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors, including risks and uncertainties relating to general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s operations. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. Any forward-looking statements included in this news release are made as of the date hereof and the Company does not intend to update or revise any forward-looking statements, except as expressly required by law.