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1348512 B.C. LTD. ANNOUNCES CLOSING OF PRIVATE PLACEMENT
(MENAFN- EIN Presswire)
TORONTO, ONTARIO, CANADA, September 27, 2024 /EINPresswire / -- 1348512 B.C. Ltd. (the“Company”) is pleased to announce that it has closed a non-brokered private placement, raising aggregate gross proceeds of $100,000 through the issuance of 937,500 common shares in the capital of the Company (each, a“Common Share”) at a price of $0.10667 per Common Share (the“Offering”). The gross proceeds of the Offering will be used for general working capital purposes. All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
Certain subscribers in the Offering are considered a "related party" to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Offering is considered a“related party” transaction pursuant MI 61-101 Offering is exempt from the formal valuation and minority approval requirements of MI 61-101 by the application of sections 5.5(b) and 5.7(1)(b) of MI 61-101 as the Company's shares are not listed on specified markets and the fair market value of the Common Shares issued pursuant to the Offering does not exceed $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
In connection with the Offering, Jennifer Goldman (“Goldman”) of Toronto, Ontario has acquired 468,750 Common Shares, and now holds an aggregate of 1,218,750 Common Shares, representing 50% of the issued and outstanding Common Shares on a non-diluted and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Goldman beneficially owned, or exercised control or direction over, 750,000 securities of the Company, representing 50% of the issued and outstanding Common Shares. Goldman has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as she may deem appropriate.
In connection with the Offering, L5 Capital Inc. (“L5”), a company with a head office in Vancouver, BC, acquired 468,750 Common Shares, and now holds an aggregate of 1,218,750 Common Shares representing approximately 50% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, L5 held 750,000 Common Shares, representing 50% of the issued and outstanding Common Shares. L5 acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as L5 may deem appropriate.
Copies of the respective early warning reports that will be filed by Jennifer Goldman and L5 Capital Inc. may be obtained on the Company's SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.
On behalf of the Board of Directors
TJ Finch
Chief Executive Officer, Chief Financial Officer & Director
T: (647) 738-8063
E: ...
1 Adelaide Street East, Suite 801
Toronto, Ontario M5C 2V9
Cautionary Statements
This press release contains "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. 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. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company.
Any forward-looking statement made by us in this press release is based only on information currently available to us 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.
Certain subscribers in the Offering are considered a "related party" to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Offering is considered a“related party” transaction pursuant MI 61-101 Offering is exempt from the formal valuation and minority approval requirements of MI 61-101 by the application of sections 5.5(b) and 5.7(1)(b) of MI 61-101 as the Company's shares are not listed on specified markets and the fair market value of the Common Shares issued pursuant to the Offering does not exceed $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
In connection with the Offering, Jennifer Goldman (“Goldman”) of Toronto, Ontario has acquired 468,750 Common Shares, and now holds an aggregate of 1,218,750 Common Shares, representing 50% of the issued and outstanding Common Shares on a non-diluted and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Goldman beneficially owned, or exercised control or direction over, 750,000 securities of the Company, representing 50% of the issued and outstanding Common Shares. Goldman has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as she may deem appropriate.
In connection with the Offering, L5 Capital Inc. (“L5”), a company with a head office in Vancouver, BC, acquired 468,750 Common Shares, and now holds an aggregate of 1,218,750 Common Shares representing approximately 50% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, L5 held 750,000 Common Shares, representing 50% of the issued and outstanding Common Shares. L5 acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as L5 may deem appropriate.
Copies of the respective early warning reports that will be filed by Jennifer Goldman and L5 Capital Inc. may be obtained on the Company's SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.
On behalf of the Board of Directors
TJ Finch
Chief Executive Officer, Chief Financial Officer & Director
T: (647) 738-8063
E: ...
1 Adelaide Street East, Suite 801
Toronto, Ontario M5C 2V9
Cautionary Statements
This press release contains "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. 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. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company.
Any forward-looking statement made by us in this press release is based only on information currently available to us 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.
TJ Finch
1348512 B.C. Ltd.
+1 6477388063
email us here
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Legal Disclaimer:
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