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– RG One Corp. (the “Company”) is pleased to announce the closing of its previously announced non-brokered private placement for aggregate gross proceeds of up to $100,000 (the “Offering”), through the issuance of 20,000,000 common shares in the share capital of the Company (each, a “Common Share” and collectively, the “Common Shares”), at a price of $0.005 per Common Share. The terms of the Offering remain the same as previously disclosed in the Company’s news release dated January 26, 2021.

Related Party Transaction

Certain directors and officers of the Company purchased a total of 7,825,000 Common Shares under the Offering. Accordingly, such participation is considered a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b), 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and the Company is in financial hardship. The Company did not file a material change report more than 21 days before the closing date of the Offering (the "Closing Date") due to the limited time between the launch date of the Offering and the Closing Date.

Early Warning Report

In connection with the Offering, Isaac Maresky (“Mr. Maresky”), a director and senior officer of the Company of the Company, and therefore an insider, purchased 6,250,000 Common Shares,

Prior to the closing of the Offering, Mr. Maresky beneficially owned, or exercised control or direction over, 1,361,360 Common Shares, representing 7.035% of the issued and outstanding Common Shares on a non-diluted and a partially-diluted basis.

Following the completion of the Offering, Mr. Maresky beneficially owns or exercises control or direction over 7,611,360 Common Shares, representing 19.34% of the issued and outstanding Common Shares on a non-diluted and a partially-diluted basis.

The Common Shares acquired pursuant to the Offering were acquired by Mr. Maresky for investment purposes, and depending on market and other conditions, Mr. Maresky may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise. For the purpose of NI 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), the address of Mr. Maresky is Suite 801, 1 Adelaide Street East, Toronto, ON M5C 2V9.

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 and available on request at the number and addresses below. For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by Mr. Maresky as a result of the Offering, please contact the Company at (416) 869-1234.

All of the securities issued in connection with the Offering are subject to a “hold period” of four months plus one day from the date of closing pursuant to applicable securities laws.

About RG One Corp.

RG One Corp. is a reporting issuer focused on identifying high-growth investment opportunities. RG One Corp.’s documents may be accessed at

For further information please contact:
Mr. Isaac B. Maresky
CEO, RG One Corp.
Tel: (416) 869-1234
25 Adelaide East, Suite 1900
Toronto, ON, Canada, M5C3A1

Isaac B. Maresky
RG One Corp
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