Form 8-K for MOUNTAIN HIGH ACQUISITIONS CORP.
Entry into a Material Definitive Agreement, Completion of Acquis
As a result of the Share Exchange Agreement:
(a) each outstanding GBX Share became the right to receive a pro rata portion of the MYHI Shares which equaled the number of GBX Shares held by each GBX Shareholder multiplied by the exchange ratio of 25:1 (the “Exchange Ratio”), rounded, if necessary, up to the nearest whole share. Based on the Exchange Ratio and as a result of the Share Exchange Agreement, the GBX Shareholders received a total of 25,000,000 restricted shares of common stock of the Company.
(b) Alan Smith shall irrevocably cancel a total of 11,000,000 restricted shares of common stock of the Company.
A description of the specific terms and conditions of the Share Exchange Agreement is set forth in the Share Exchange Agreement filed herewith as Exhibit 2.01.
As a result of the Share Exchange Agreement GBX became a wholly-owned subsidiary of the Company.
On February 8, 2015, immediately prior to the Closing of the Share Exchange referred to in Item 1.01 above, and as a condition to the Closing of the Share Exchange, the Company issued 25,000,000 restricted shares of the Company’s common stock to the GBX Shareholders.
Exemption from Registration. The shares of common stock referenced herein were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the United States. The Share Exchange Agreement is an exempt transaction pursuant to Section 4(2) of the Securities Act as the share exchange was a private transaction by the Company and did not involve any public offering. Additionally, we relied upon the exemption afforded by Rule 506 of Regulation D of the Securities Act which is a safe harbor for the private offering exemption of Section 4(2) of the Securities Act whereby an issuer may sell its securities to an unlimited number of accredited investors, as that term is defined in Rule 501 of Regulation D. Further, we relied upon the safe harbor provision of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside of the United States that are not made to “U.S. persons” or for the account or benefit of a “U.S. person”, as that term is defined in Rule 902 of Regulation S.
(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit Number Description of Exhibit 2.01 Share Exchange Agreement by and among the Company, the controlling stockholders of the Company, GBX, and the shareholders of GBX dated February 8, 2015 (1)