CHRISTIE CAPITAL CORP. (FORMERLY 1344341 B.C. LTD.) ANNOUNCES COMPLETION OF SHARE TRANSFERS AND EARLY WARNING DISCLOSURE
VANCOUVER, BRITISH COLUMBIA, CANADA, September 16, 2024 /EINPresswire.com/ -- Christie Capital Corp. (formerly, 1344341 B.C. Ltd.) (the “Company”) announces that Shimcity Inc. (“Shimcity”) and 2657456 Ontario Inc. (“265 Ontario” and together, the “Transferors”), of Toronto, Ontario, each transferred one million one hundred thousand (1,100,000) common shares of the Company (“Common Shares”) pursuant to share transfer agreements between each Transferor and 1000928860 Ontario Inc. (“1000 Ontario”), in consideration for an aggregate purchase price of $2.00 or approximately $0.00000091 per Common Share (the “Share Transfers”).
Early Warning Disclosure
Prior to the completion of the Share Transfers, each of Shimcity and 265 Ontario held and beneficially owned, or exercised control or direction 1,500,012 Common Shares, each representing 25% of the issued and outstanding Common Shares on a non-diluted basis and 1000 Ontario held and beneficially owned, or exercised control or direction over no Common Shares.
After giving effect to the Share Transfers:
(i) Shimcity holds and beneficially owns, or exercises control or direction over 400,012 Common Shares, representing 7% of the issued and outstanding Common Shares on a non-diluted basis;
(ii) 265 Ontario holds and beneficially owns, or exercises control or direction over 400,012 Common Shares, representing 7% of the issued and outstanding Common Shares on a non-diluted basis; and
(iii) 1000 Ontario holds and beneficially owns, or exercises control or direction over 2,200,000 Common Shares, representing 37% of the issued and outstanding Common Shares on a non-diluted basis.
The Company has been advised that each of Shimcity, 1000 Ontario and 265 Ontario (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 was 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 Early Warning Reports will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca, and may also be obtained by contacting Binyomin Posen at 647-982-2494.
On behalf of the Board of Directors
Binyomin Posen
Chief Executive Officer
T: +1 (647) 982-2494
E: bposen@plazacapital.ca
Early Warning Disclosure
Prior to the completion of the Share Transfers, each of Shimcity and 265 Ontario held and beneficially owned, or exercised control or direction 1,500,012 Common Shares, each representing 25% of the issued and outstanding Common Shares on a non-diluted basis and 1000 Ontario held and beneficially owned, or exercised control or direction over no Common Shares.
After giving effect to the Share Transfers:
(i) Shimcity holds and beneficially owns, or exercises control or direction over 400,012 Common Shares, representing 7% of the issued and outstanding Common Shares on a non-diluted basis;
(ii) 265 Ontario holds and beneficially owns, or exercises control or direction over 400,012 Common Shares, representing 7% of the issued and outstanding Common Shares on a non-diluted basis; and
(iii) 1000 Ontario holds and beneficially owns, or exercises control or direction over 2,200,000 Common Shares, representing 37% of the issued and outstanding Common Shares on a non-diluted basis.
The Company has been advised that each of Shimcity, 1000 Ontario and 265 Ontario (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 was 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 Early Warning Reports will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca, and may also be obtained by contacting Binyomin Posen at 647-982-2494.
On behalf of the Board of Directors
Binyomin Posen
Chief Executive Officer
T: +1 (647) 982-2494
E: bposen@plazacapital.ca
Binyomin Posen
Christie Capital Corp.
+1 (647) 982-2494
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