Toronto, Ontario--(Newsfile Corp. - June 20, 2024) - 1290448 B.C. Ltd. ("1290448 BC" or the "Company") is pleased to announce today that it has satisfied outstanding indebtedness owed to existing shareholders of the Company (the "Lenders") through the issuance of common shares of the Company (the "Debt Settlement"). In connection with the Debt Settlement, the Company settled indebtedness of $60,000 (the "Debt") through the issuance of 40,000 common shares in the capital of the Company (the "Common Shares") at a deemed price of $1.50 per Common Share (the "Settlement Shares").
The Settlement Shares issued pursuant to the Debt Settlement shall be subject to the statutory hold period of four months and one day.
Two insiders of the Company, Jennifer Goldman, a resident of Toronto, Ontario ("Goldman") and L5 Capital Inc., with its registered head office located in West Vancouver, British Columbia ("L5", together with Goldman, the "Insiders") participated in the Debt Settlement by receiving Settlement Shares and accordingly, the Debt Settlement is considered a "related party" transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the "Issuer Not Listed on Specified Markets" exemption from the formal valuation and the "Fair Market Value Not More Than 25 Per Cent of Market Capitalization" exemption from minority shareholder approval requirements under Section 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Debt Settlement exceeds 25 per cent of the Company's market capitalization; and the Debt Settlement was unanimously approved by the board of directors, all of whom are independent in respect of the Debt Settlement and are not employees of the Company. The Company did not file a material change report in respect of the Debt Settlement on SEDAR+ less than 21 days prior to the closing of the Debt Settlement due to the fact that the Company wished to close the Debt Settlement as soon as practicable to enable it to continue its business pursuits and reduce its liabilities.
The Company further announces that Goldman disposed of an aggregate of 159,554 Common Shares pursuant to share transfer agreements between Goldman and arm's length parties in consideration for an aggregate purchase price of $2.00 or a price of $0.000012534815 per Common Share (the "Goldman Share Transfer").
The Company further announces that L5 disposed of 159,554 Common Shares pursuant to a share transfer agreement between L5 and an arm's length individual in consideration for an aggregate purchase price of $2.00 or a price of $0.000012534815 per Common Share (the "L5 Share Transfer", together with the Goldman Share Transfer, the "Share Transfers").
Following the Debt Settlement and prior to the Share Transfers, Goldman held an aggregate of 797,778 Common Shares which represented 50% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, as the Company has no outstanding convertible securities. Following the Share Transfers, Goldman holds an aggregate of 638,224 Common Shares which represents approximately 40.1% of the issued and outstanding Common Shares on a non-diluted and partially diluted basis, being that the Company has no outstanding convertible securities.
Following the Debt Settlement and prior to the Share Transfers, L5 held an aggregate of 797,778 Common Shares which represented 50% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, as the Company has no outstanding convertible securities. Following the Share Transfers, L5 holds an aggregate of 638,224 Common Shares which represents approximately 40.1% of the issued and outstanding Common Shares on a non-diluted and partially diluted basis, being that the Company has no outstanding convertible securities.
The Company has been advised that each of Goldman and L5 (collectively, the "Reporters") hold their Common Shares as part of a strategic investment in the Company. The Reporters intend to review their holdings in the Company on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, in each case, depending on a number of factors. The Reporters may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any and all matters. The Reporters, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.
The Share Transfers were conducted in reliance on the "private agreement exemption" in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and as a result was exempt from the take-over bid requirements in Part 2 of NI 62-104. The Common Shares purchased under the Share Transfers were purchased from not more than five sellers and at a price less than 115% of the market price of the Common Shares, in each case as calculated in accordance with NI 62-104.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the "Early Warning Reports"). Copies of the respective Early Warning Reports that will be filed by Goldman and L5 may be obtained on the Company's SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Certain statements contained in this press release constitute "forward-looking statements". All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company's strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
For more information, please contact:
TJ Finch
Chief Executive Officer, Chief Financial Officer, and Director
Telephone: 647-738-8063
Email: tj@kilncapitaladvisors.com
1 Adelaide Street East, Suite 801
Toronto, Ontario
M5C 2V9
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/213786
SOURCE: 1290448 B.C. Ltd.
