Under the terms of the SPA, VMS will acquire 100% of the shares in NSG from Blue Moon's wholly-owned subsidiary, Blue Moon Norway AS (the "Acquisition") for a total consideration of US$15 million payable in new shares of VMS, giving Blue Moon a 30% holding in the combined company. A total of 1,285 shares of VMS will be issued to Blue Moon, at a deemed price of US$11,666.67 per share. Completion of the Acquisition is subject to satisfaction of certain conditions, including raising of a minimum of C$10 million in new capital and listing of VMS on a recognized stock exchange ("Listing") within 18 months of closing of the transaction, which period may be extended by successive periods of 6 months. In the event that any additional shares are issued in VMS prior to completion of the Acquisition and Listing, Blue Moon shall be issued such additional new shares in VMS to maintain its 30% interest prior to the Listing.