Ann: Agreement to Purchase Shares by KALiNA Management, page-171

In a nutshell ...

Lions Bay is a Capital Pool Company looking to list on the TSX-V exchange in Canada and as part of the listing requirements, they must complete a QT (Qualifying Transaction) which is the acquisition of Pan Andean Capital and it's associated assets, including shares held in KPO.

Upon completion of the QT, Pan Andean will become a wholly owned subsidiary of Lions Bay Capital. Ross MacLachlan and John Bryne from KPO along with John Newton from Pan Andean will become Directors of Lions Bay, therefore their interests in KPO will increase in line with their percentage ownership of shares in Lions Bay.

The terms of the share exchange agreement specify June 30th as the deadline for this transaction to be completed. We should know more very soon.