• Reduction of Share Count via Donation for Cancellation • Waiver of Deferred Compensation by CEO • CEO $1 per year Cash Compensation • Assignment and Perpetual Royalty Free Licenses for Intellectual Property
REX Also Announces Filing Articles of Amendment
• Creating Class of Shares, Issuable in Series • Shareholder Exercises Rights of Dissent
Toronto, Ontario--(Newsfile Corp. - March 21, 2023) - REX Opportunity Corp. ("REX" or the "Corporation") announces completion of a rationalization of its business and corporate structure, including REX CEO, director and principal shareholder Jim Boyle ("CEO") donating for cancellation for $nil consideration (the "Donation") of 4,255,000 shares and 4,255,000 share purchase warrants (collectively, the "Donated Securities"), previously acquired on March 3, 2022, reversal of payment to CEO of deferred compensation comprising the consideration paid for the Donated Securities, waiver of all deferred compensation accruing to CEO, amendment of CEO compensation agreement to reduce annual cash compensation to $1 per year (CEO will continue to be entitled to two annual bonuses, calculated separately, based on increase in share price and increase in revenue and to a bonus on sale of REX or its business) and re-assignment to CEO and grant back to REX of perpetual royalty free licenses (the "IP Assigns Licenses") to use and exploit for REX's YouTube channel royalty business the innovative intellectual property invented by CEO covering both the digital permissions escrow process securing royalty payment and performance and the shared royalty method for online digital asset platform underlying the YouTube channel royalty, both subject of US provisional patent applications.
The IP Assigns Licenses were undertaken by a special committee comprised of a disinterested, independent director. The Company relied upon formal valuation and minority approval exemptions in s.5.5(a) and 5.7(a) Fair Market Value Not More Than 25% of Market Capitalization and 5.5(b) Issuer Not Listed on Specified Markets of MI 61-101. The nature of the IP Assigns Licenses makes closing in less than 21 days reasonable in the circumstances.
By the Donation Jim Boyle disposed of 8,510,000 common shares (including deemed beneficial ownership) for $Nil representing a decrease of 11.97% from 32,145,057 common shares to 23,635,057 common shares representing 33.25% of the outstanding common shares, on a deemed beneficial ownership basis.
REX has filed articles of amendment to create a new class of shares, issuable in series, as approved by shareholders on December 14, 2022. A shareholder holding 11,733,602 shares exercised dissent rights (the "Dissent"). REX and the shareholder agreed to $0.0353685 per share as the fair value of the shares, evidenced by non-interest bearing demand promissory note in the principal amount of $415,000, and cancelled 11,733,602 shares.
By the Dissent, Bruce Reid disposed of 11,733,602 common shares for $0.0353685 per share for aggregate of $415,000 representing a decrease of 16.5% from 11,733,602 common shares to 0 common shares representing 0% of the outstanding common shares.
REX has outstanding 55,088,338 shares, after giving effect to the Donation and the Dissent.
About REX
REX is creating and acquiring royalty interests in YouTube channels. We offer the opportunity to invest directly in content creators and YouTube channels. With REX, investors share in the growth of the content industry.
For further information contact:
REX Opportunity Corp.
Jim Boyle, CEO Doug Ibbitson, CIO
jim@rexopportunity.com doug@rexopportunity.com
www.rexopportunity.com
No securities regulatory authority, stock exchange or regulatory services provider has reviewed or accepts responsibility for the content of this release.
Forward-looking Statements
This press release may contain "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding use of proceeds and new business strategies.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could affect forward-looking statements include, among others, the following: REX has limited resources, the adequacy of proceeds of financing, the ability of the Corporation to obtain financing, the regulatory environment, the economy and capital markets generally and in particular, the ability of management to implement a business strategy, the importance of key directors, employees, advisors and consultants, and potential for competition.
Any forward-looking statement made by REX in this press release is based only on information currently available to the Corporation and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Corporation will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/159277
