Early Warning Press Release in Respect of Disposition of Common Shares of 1169032 B.C. Ltd.
TORONTO, ONTARIO, CANADA, June 27, 2024 /EINPresswire.com/ -- 1169032 B.C. Ltd., a company with its head office located at 5728 East Boulevard Vancouver, BC, V6M 4M4 (the “Company”) issues this press release in accordance with the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), in connection with the filing of an Early Warning Report by 1282484 B.C. Ltd. (the “Insider”) in respect of a private sale transaction of common shares (“Common Shares”) of the Company.
On June 21, 2024, the Insider disposed of an aggregate of 3,085,000 Common Shares at a price of $0.001 per Common Share for an aggregate price of $3,085 pursuant to purchase and sale agreements entered into with arm’s length individuals (the “Disposition”). As a result of the Disposition, the Insider’s shareholding changed from 5,500,000 Common Shares, representing 75.9% of the then outstanding Common Shares, on an undiluted basis as the Company has no dilutive securities issued and outstanding, to 2,415,000 Common Shares, representing 33.3% of the outstanding Common Shares on an undiluted basis.
The Common Shares were disposed 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 were acquired from not more than five sellers and there was a reasonable basis for determining that the value of the consideration paid for such Common Shares was not greater than 115% of their value.
The Insider disposed of the above-noted Common Shares for strategic investment purposes. In the future, the Insider may, based on such evaluation, market conditions and other circumstances, acquire or dispose of securities of the Company as circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report being filed by the Insider may be obtained on the Company’s SEDAR+ profile or by contacting Grant Duthie at 416.869.1234.
On June 21, 2024, the Insider disposed of an aggregate of 3,085,000 Common Shares at a price of $0.001 per Common Share for an aggregate price of $3,085 pursuant to purchase and sale agreements entered into with arm’s length individuals (the “Disposition”). As a result of the Disposition, the Insider’s shareholding changed from 5,500,000 Common Shares, representing 75.9% of the then outstanding Common Shares, on an undiluted basis as the Company has no dilutive securities issued and outstanding, to 2,415,000 Common Shares, representing 33.3% of the outstanding Common Shares on an undiluted basis.
The Common Shares were disposed 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 were acquired from not more than five sellers and there was a reasonable basis for determining that the value of the consideration paid for such Common Shares was not greater than 115% of their value.
The Insider disposed of the above-noted Common Shares for strategic investment purposes. In the future, the Insider may, based on such evaluation, market conditions and other circumstances, acquire or dispose of securities of the Company as circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report being filed by the Insider may be obtained on the Company’s SEDAR+ profile or by contacting Grant Duthie at 416.869.1234.
Grant Duthie
Garfinkle Biderman LLP
+1 416-869-1234
email us here
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