NEX COMPANIES:
NEUTRISCI INTERNATIONAL INC. ("NU")
[formerly "Disani Capital Corp. ("DSN.H")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Non-Brokered, Name Change & Consolidation, Resume Trading, Graduation from NEX to TSX Venture
BULLETIN DATE: December 3, 2014
NEX Company
Effective at the opening on Thursday, December 4, 2014, trading will resume.
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
1. ACQUISITION:
The acquisition of NeutriSci International Inc. (the "Targetco") for consideration of 27,035,733 post-consolidated shares plus 765,892 warrants, each warrant exercisable at $0.59 per share with expiry dates ranging from December 2014 to March 2016.
A Finders' Fee of 375,000 post-consolidated shares payable to Breitling Capital Corp. is applicable.
The Exchange has been advised that the above transactions, approved by shareholders by way of consent resolution on November 12, 2014 have been completed.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Glen Rehman Y 1,565,499
Robert Chisholm Y 250,000
Scott Ackerman Y 250,000
Natgar Capital Corp. (Jeff Durno) Y 250,000
Aggregate Pro-Group Involvement P 777,750
[17 Placees]
The Company is classified as a 'Nutraceutical Marketing and Distribution' company.
2. PRIVATE PLACEMENT-NON-BROKERED
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 20, 2014:
Number of Shares: 5,737,262 shares
Purchase Price: $0.75 per share
Warrants: 2,868,631 share purchase warrants to purchase 2,868,631 shares
Warrant Exercise Price: $1.00 for an 18-month period
Number of Placees: 64 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement P 651,000
[3 Placees]
The Private Placement was effected by way of Subscription Receipts issued by Targetco and which were converted into Units by the Company.
Finder's Fee: $17,283.00 Cash & 23,044 warrants payable to Haywood Securities Inc.
$24,018.75 Cash payable to National Bank Financial
$45,150.00 Cash & 60,200 warrants payable to Canaccord Capital Corp.
$37,642.59 Cash and 96,215 warrants payable to Richardson GMP
$5,250.00 Cash and 7,000 warrants payable to Wolverton Securities
$10,500.00 Cash payable to BMO Nesbitt Burns
$35,000.00 Cash payable to Tormont Group Inc.
$21,787.50 Cash and 29,050 warrants payable to 1251097 Alberta Ltd. (Kurt Soost)
$4,620.00 Cash and 6,160 warrants payable to Dundee Securities Inc.
The warrants are exercisable at $1.00 for an 18 month term (subject to acceleration).
3. NAME CHANGE and CONSOLIDATION:
Pursuant to a resolution passed by shareholders on December 9, 2013, the Company has consolidated its capital on a (3) three old for (1) one new basis. The name of the Company has also been changed as follows.
Effective at the opening on Thursday, December 4, 2014,, the common shares of NeutriSci International Inc. will commence trading on TSX Venture Exchange, and the common shares of Disani Capital Corp. will be delisted.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
37,264,139 shares are issued and outstanding
Escrow: 10,290,520 shares
Transfer Agent: Computershare Investors Services Inc.
Trading Symbol: NU (NEW)
CUSIP Number: 64129Y 10 7 (NEW)
The Capitalization figures assume conversion of all Preferred Shares which will be automatically effected after the Acquisition through the passage of time. The Preferred Shares rank pari-passu with the Common Shares.
4. GRADUATION FROM NEX TO TSX VENTURE, SYMBOL CHANGE:
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Thursday, December 4, 2014, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Effective at the opening on Thursday, December 4, 2014, the trading symbol for the Company will change from DSN.H to NU.
Company Contact: Scott Ackerman
Company Address: 1620 - 609 Granville St. Vancouver, BC V7Y 1C3
Company Phone Number: (778) 331-8505
Company Fax Number: (866) 824-8321
Company Email Address: sackerman@emprisecapital.com
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