Visionary Holdings Inc 6-K, filed May 27, 2022
Visionary Holdings Inc. (GVHGF)
About this 6-K
Visionary Holdings Inc filed this 6-K on May 27, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number 001-41385
Visionary Education Technology Holdings Group Inc.
(Translation of registrant’s name into English)
200 Town Centre Blvd.
Suite 408A
Markham, Ontario, Canada L3R 8G5
905-739-0593
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On May 19, 2021, our indirect wholly owned subsidiary Visionary Education Services & Management Inc. (“VESM”) entered into an agreement to purchase two buildings with a total floor area of 433,000 square feet at 95-105 Moatfield Drive, North York, a Toronto suburb, which had been IBM’s Canada headquarters (the “Moatfield Drive Purchase Agreement”). We intend to convert the buildings into a campus center that we refer to as Visionary University Town. We expect to use the facility to house Max the Mutt College of Animation, Art and Design’s gaming and facility design programs and will have a capacity to provide teaching facilities for 12,000 to 15,000 international students in our educational programs. We may also lease portions of the facility to third party educational organizations with whom we may join in providing educational services.
On May 25, 2022, VESM entered into the sixth amendment to the Moatfield Drive Purchase Agreement (the “Sixth Amendment”), which is appended hereto as Exhibit 10.1. Pursuant to the Sixth Amendment, VESM paid a sixth deposit of approximately $4.8 million (C$6 million) from our cash on hand on May 25, 2022, and VESM postponed the purchase of the two Moatfield Drive buildings to June 23, 2022. VESM is also obligated to deliver a fully executed commitment letter from the Bank of China (Canada) or another lender selected by us with respect to our debt financing for the transaction on or prior to May 31, 2022. If VESM does not close the purchase of the Moatfied Drive buildings, it will be required to forfeit the deposit paid under the Sixth Amendment and its prior deposits.
Ms. Fan Zhou, our majority shareholder, has agreed to lend C$6 million (approximately $4.8 million) to us not later than August 31, 2022, in accordance with an agreement dated May 26, 2022, appended hereto as Exhibit 10.2 (the “Zhou Loan Agreement”). Such loan will have a term of one year, be non-interest bearing, and grant us an option to extend the due date for one year. If VESM fails to close the proposed acquisition of the Moatfield Drive buildings and loses its deposit, Ms. Zhou agreed to forgive such $4.8 million (C$6 million) loan.
The foregoing summaries of the Sixth Amendment and the Zhou Loan Agreement are not complete and are qualified in their entirety by reference to (1) the Sixth Amendment, which is filed as Exhibit 10.1 to this Report on Form 6-K, and (2) the Zhou Loan Agreement, which is filed as Exhibit 10.2 to this Report on Form 6-K, each of which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. | ||
| Date: May 26, 2022 | By: | /s/Dr. Thomas Traves |
| Dr. Thomas Traves | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
Exhibit 10.1
SIXTH AMENDMENT TO PURCHASE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made effective as of the 25th day of May, 2022 ("Effective Date")
BETWEEN:
GTA OFFICE DMM INC.
(hereinafter referred to as the "Vendor")
- and -
VISIONARY EDUCATION SERVICES & MANAGEMENT INC.
(hereinafter referred to as the "Purchaser")
WHEREAS 123 Real Estate Development Ontario Ltd., as purchaser, and the Vendor, as vendor, are parties to an agreement of purchase and sale dated May 19, 2021, as amended by an email amendment dated July 23, 2021, as amended by a first amendment to purchase agreement made between the Vendor and the Purchaser (as successor in interest to 123 Real Estate Development Ontario Ltd.) dated July 26, 2021, as amended by a second amendment to purchase agreement made between the Vendor and Purchaser dated August 6, 2021, as amended by a waiver and third amendment to purchase agreement made between the Vendor and the Purchaser dated October 6, 2021, as amended by a fourth amendment to purchase agreement dated December 16, 2021, as amended by a fifth amendment to purchase agreement dated March 31, 2022 and as amended by email amendments dated September 17, 2021, September 20, 2021, September 21, 2021, September 22, 2021, September 23, 2021, September 24, 2021, September 27, 2021, September 28, 2021, September 29, 2021, September 30, 2021, October 4, 2021, October 5, 2021, and October 6, 2021 (such agreement, as amended or supplemented to the date hereof, being referred to herein as the "Purchase Agreement") for the property municipally known as 95-105 Moatfield Drive, Toronto, Ontario;
AND WHEREAS the Purchaser has requested certain amendments to the Purchase Agreement and the Vendor has agreed to the same on the terms and conditions herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this agreement and the sum of $10.00 now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree and covenant as follows:
| 1. | Definitions |
Unless otherwise defined herein, all capitalized terms used in this agreement shall have the respective meanings ascribed to them in the Purchase Agreement.
| 2. | Amendments |
| (a) | The definition of “Closing Date” set out in Section 1.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: |
“Closing Date” means June 23, 2022 or such other date as the Vendor and Purchaser may agree in writing;”
| (b) | A new section 3.1(d3) is added to the Purchase Agreement following Section 3.1(d2), as follows: |
“(d3) on or prior to May 25, 2022, the Purchaser shall pay an additional Six Million Dollars ($6,000,000), by wire transfer in immediately available funds from a Schedule I Canadian chartered bank as a further deposit to the Vendor’s Solicitors, to be held by them on the same terms as referred to in Subsection 3.1(a).”
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| (c) | Section 3.1(e) of the Purchase Agreement is hereby amended by deleting the words “Subsections 3.1(a), 3.1(b), 3.1(c), 3.1(d) above, and 3.1(d2) above” and replacing the same with “Subsections 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(d2), and 3.1(d3) above”. |
| (d) | Section 4.1(b) of the Purchase Agreement its deleted in its entirety and replaced with the following: |
“(b) on or prior to May 31, 2022, the Purchaser shall have delivered a fully executed commitment letter from Bank of China (Canada) or any other lender selected by the Purchaser with respect to the Purchaser’s debt financing for the transaction and evidence that it has paid any fees payable thereunder upon acceptance thereof, and the Vendor shall be satisfied with same and the Purchaser’s ability to complete the transaction contemplated herein on the Closing Date.”
| (e) | Section 4.3(b) of the Purchase Agreement is hereby amended by adding the following sentence to the end thereof: |
“In addition and notwithstanding anything else contained in this Agreement, the Purchaser acknowledges and agrees that the Vendor’s Solicitors shall be permitted, at any time, to release to the Vendor that portion of the Deposit paid prior to May 13, 2022 and that the Purchaser agrees that regardless of whether the transactions contemplated in this Agreement are completed or are not completed, the Purchaser shall have no claim whatsoever against the Vendor or the Vendor’s Solicitors in connection with such portion of the Deposit or the release by the Vendor’s Solicitors of such portion of the Deposit to the Vendor. The Vendor and Purchaser agree that such portion of the Deposit shall not be subject to any escrow provisions and may be used by the Vendor for whatever purposes it chooses.”
| (f) | Section 6.4 of the Purchase Agreement is hereby amended by adding the following sentence to the end thereof: |
“For greater certainty, the Purchaser acknowledges that the Vendor shall have no obligation to provide updated or refreshed Estoppel Certificates from any Tenant notwithstanding any extension of the Closing Date from time to time.”.
| 3. | Successors and Assigns |
This agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors and permitted assigns.
| 4. | Time of the Essence and Ratification |
All other terms and conditions of the Purchase Agreement continue to be in force and full effect. Time shall continue to be of the essence.
| 5. | Headings, Extended Meanings |
The headings in this agreement are inserted for convenience of reference only and shall not constitute a part hereof and are not to be considered in the interpretation hereof. In this agreement, words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine and vice versa; and words importing person include firms or corporations and vice versa.
| 6. | Counterparts |
This agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution copies of this agreement may be delivered by electronic transmission or fax and the parties agree to accept and be bound by signatures on any document that is delivered by electronic transmission or fax. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same effect as an original signature on an original document.
[remainder of page intentionally left blank. Signature page follows]
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| GTA OFFICE DMM INC. | |
| by: /s/ Steve Hodgson | |
| Name: Steve Hodgson | |
| Title: Authorized Signing Officer |
I have the authority to bind the Corporation.
| VISIONARY EDUCATION SERVICES & MANAGEMENT INC. | |
| by: /s/ Zaiyi Liao | |
| Name: Zaiyi Liao | |
| Title: Director |
I have the authority to bind the Corporation.
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Exhibit 10.2
LOAN AGREEMENT
THIS AGREEMENT made effective as of this 26th day of May, 2022, by Fan Zhou (the “Lender”), of the City of Richmond Hill, Ontario to and for the benefit of Visionary Education Technology Holdings Group Inc. (the “Corporation”), a company incorporated under the laws of Ontario, Canada.
WHEREAS, the Corporation has entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) for the purchase of the property municipally known as 95# - 105# Moatfield Dr., North York, ON M3B 3L6 (the “Property”) dated May 19, 2021, as amended from time to time.
WHEREAS, as of May 25, 2022, the Corporation, through its indirect wholly owned subsidiary Visionary Education Services & Management, Inc., entered into to the sixth amendment to the Purchase Agreement (the “Sixth Amendment”).
WHEREAS, pursuant to the Sixth Amendment, the closing date for the purchase of the Property was extended until June 23, 2022 and the Corporation paid an additional deposit of C$6 million (approximately $4.8 million) on May 25, 2022 (the “Additional Deposit”).
WHEREAS, under the Purchase Agreement, the Corporation has paid the seller $8.64 million (C$10.8 million) to date as deposits (the “Deposits”) for the closing of the purchase of the Property (the “Transaction”).
WHEREAS, the Lender has loaned to the Corporation the amount of the Deposits and an additional $643,000 in connection with the acquisition of Max the Mutt Animation Inc. for a total of $9,033,618 prior to the date of this Agreement.
WHEREAS, the Lender has agreed to loan the Corporation the amount of the Additional Deposit on or before August 31, 2022, pursuant to the terms of the promissory note attached as Exhibit A.
AND WHEREAS, the Lender has agreed to release the Corporation from its obligations in connection with the amount of the $9,033,618 plus the Additional Deposit (collectively, the “Debt”) if the Corporation fails to close the Transaction and forfeits the Deposits pursuant to the terms of the Purchase Agreement.
NOW, THEREFORE, IN CONSIDERATION OF good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Lender and the Corporation agree as follows:
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Loan and Release The Lender will loan the Corporation the principal amount of C$6,000,000 (approximately $4.8 million) on or before August 31, 2022, pursuant to the terms of the promissory note attached at Exhibit A.
In the event that the Corporation is unsuccessful in closing the Transaction pursuant to the terms of the Purchase Agreement and forfeits the Deposits (including the Additional Deposit), the Lender shall release the Corporation from any and all obligations in connection with the Debt, including but not limited to any obligation by the Corporation to repay any principal amount, interest or any other amounts due to the Lender, and the Lender agrees that she releases the Corporation from any and all claims and proceedings of any kind which the Lender may make against, or engage in with respect to, the Corporation, in connection with the Debt. |
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General:
a. Modification of the Agreement Any amendment or modification of this Agreement or additional obligations assumed by either party in connection with this Agreement will only be legally binding and enforceable if evidenced in writing signed by the Lender and the Corporation.
b. Entire Agreement There is no representation, warranty, collateral agreement or conditions affecting this agreement except as expressly provided in this Agreement.
c. Choice of Law and Forum Any dispute arising out of this Agreement shall be resolved in a court of competent jurisprudence in Toronto, Ontario, under the laws of the province of Ontario and Canada.
d. Severability In the event that any provision of this Agreement is held to be invalid or unenforceable, in part or in whole, such provision is severed from this Agreement and all other provisions will continue to be valid and enforceable.
e. Successors and Assigns This Agreement shall inure to the benefit of the successors, permitted assigns and legal representatives of the Lender and Corporation. This Agreement may only be assigned with the written consent of the Lender and Corporation.
f. Counterparts This Agreement may be executed and delivered (including by facsimile copy or by scanned copy attached to an email) in any number of counterparts, with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same Agreement. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written
Visionary Education Technology Holdings Group Inc.
| By: Dr. Liao Zaiyi | /s/ Fan Zhou | ||
| Dr. Liao Zaiyi, Chief Operating Officer | Fan Zhou |
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Exhibit A
PROMISSORY NOTE
| Amount: $6,000,000 Canadian Dollars | Due:______, 2023 |
FOR VALUE RECEIVED, the undersigned,
Visionary Education Technology Holdings Group Inc. (“Company”) promises to pay to Ms. Fan Zhou to its order, the principal sum of six million Canadian dollars (C$6,000,000) without interest with one year term and a due date on ____, 2023, and the Company has an option to extend the due date for one year from the initial due date.
This promissory note and the rights, obligations and relations of the undersigned and the holder hereto shall be governed by and construed in accordance with the laws of the Province of Ontario (but without giving effect to the conflict of law rules thereof). The undersigned and the holder hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this promissory note.
The undersigned and the holder hereto do hereby attorn to the jurisdiction of the Courts of the Province of Ontario.
| Visionary Education Technology Holdings Group Inc. | ||
| Per: | ||
| Name: Dr. Liao Zaiyi | ||
| Title: Chief Operating Officer | ||
| I have the authority to bind the Corporation | ||
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