ThirdForce / MindLeaders.com

ThirdForce has entered into a conditional agreement pursuant to which MindLeaders.com, Inc., an e-learning business, will be merged with and into a wholly owned subsidiary of the Company for a total consideration of USD 18m, to be satisfied as to USD 9m in cash and as to USD 9m by the issue of new ordinary shares in the Company.
ThirdForce also intends to raise up to EUR 13.0m, before expenses, through a share placing at a price per share of EUR 0.19. The proceeds of the Placing will be utilised by the Company to satisfy the cash element of the consideration, to contribute towards the discharge of costs associated with the proposed transactions and to provide working capital to fund the growth plans of the enlarged group.
The Merger of MindLeaders into the group will take place by way of a merger agreement. Under the terms of the Merger the vendors will receive 85% of the consideration on closing, comprising of ordinary shares in ThirdForce to a value of USD 7.65m valued at the placing price of EUR 0.19 per share and cash of USD 7.65m.
The remaining 15% of the consideration, comprising further ThirdForce ordinary shares at the placing price to a value of USD 1.35m and cash of USD 1.35m, will be deferred consideration payable 21 months after the closing of the transaction if no warranty claims under the merger agreement have been filed by or settled in favour of the Company.
The Merger will be conditional upon inter alia the Placing and the admission of the merger shares and placing shares to trading on AIM, a market operated by the London Stock Exchange and IEX, a market operated by the Irish Stock Exchange.

(c) Stock Exchange Announcement