This press release is issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Toronto, Ontario--(Newsfile Corp. - February 18, 2022) - 2657456 Ontario Inc. ("265 Ontario"), Shimcity Inc. ("Shimcity"; together with 265 Ontario, the "Vendors"), Daniel Nauth ("Nauth") and 2818390 Ontario Corp. ("281 Ontario"; together with Nauth, the "Purchasers") (collectively, the "Reporters") announce that the Purchasers' deemed beneficial ownership of common shares ("Common Shares") in the capital of 1319738 B.C. Ltd (the "Company") has increased to 10% or more of the issued and outstanding Common Shares, and the Vendors' deemed beneficial of Common Shares has decreased by 2% or more of the issued and outstanding Common Shares.
The transaction giving rise to this press release was the sale by 265 Ontario and Shimcity of an aggregate of, respectively, 1,470,588 Common Shares and 5,882,352 Common Shares to the Vendors at an aggregate purchase price of $1 paid to each of the Vendors, together with the Purchasers' purchase from certain arm's-length vendors of an aggregate of 7,352,940 Common Shares at an aggregate purchase price of $12,500 paid by each Purchaser (the "Share Sale").
Prior to the completion of the Share Sale, each Reporter held the following securities of the Company:
- 265 Ontario, a corporation with a head office in Toronto, Ontario, held 8,823,529 Common Shares, representing 26.98% of the outstanding Common Shares, and held no convertible securities;
- Shimcity, a corporation with a head office in Toronto, Ontario, held 13,235,294 Common Shares, representing 40.47% of the outstanding Common Shares, and held no convertible securities;
- 281 Ontario, a corporation with a head office in Toronto, Ontario, held no Common Shares, and held no convertible securities; and
- Nauth, an individual residing in Mississauga, Ontario, held no Common Shares, and held no convertible securities.
Immediately following the completion of the Share Sale, each Reporter held the following securities of the Company:
- 265 Ontario held 7,352,941 Common Shares, representing 22.48% of the outstanding Common Shares, and held no convertible securities;
- Shimcity held 7,352,942 Common Shares, representing 22.48% of the outstanding Common Shares, and held no convertible securities;
- 281 Ontario held 7,352,940 Common Shares, representing 22.48% of the outstanding Common Shares, and held no convertible securities; and
- Nauth held 7,352,940 Common Shares, representing 22.48% of the outstanding Common Shares, and held no convertible securities.
The Common Shares held by each of the Reporters are being held for investment purposes. In the future, each Reporter may evaluate its investment in the Company from time to time and may, depending on various factors including, without limitation, the Company's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Company's business or financial condition, and other factors and conditions that each Reporter may deem appropriate, increase, decrease or change its ownership over the Common Shares or other securities of the Company.
An early warning report pursuant to the requirements of applicable securities laws will be issued by each of the Reporters and will be posted to SEDAR at www.sedar.com and available on request at the number below.
For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by each of the Reporters as a result of the Share Sale referred to in this press release, please contact Grant Duthie at 416-869-1234.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/114258
