BREAKING DATA CORP. ("BKD")
BULLETIN TYPE: Reverse Takeover Completed, Private Placement - Brokered, Consolidation, Company Tier Reclassification, Resume Trading
BULLETIN DATE: April 19, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Reverse Takeover of Breaking Data Corp. (the "Company"), which includes the acceptance of the following transactions:
Pursuant to Share Purchase Agreement dated as February 3, 2017, Breaking Data Corp. has acquired all the outstanding securities of Sports New Media Holdings Limited ("SNM") for 187,796,014 pre-consolidation common shares at a deemed price of $0.415 per share on a pre-consolidation basis. A finder's fee of 2,000,000 pre-consolidation shares were paid to an arm's length party.
Private Placement - Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement of subscription receipts of SNW which have been exchanged into the following securities:
Number of Shares: 12,500,000 pre-consolidation shares
Purchase Price: $0.40 per pre-consolidation share
Warrants: 6,250,000 share purchase warrants to purchase 6,250,000 pre-consolidation shares
Warrant Exercise Price: $0.70 per share for a two year period
Number of Placees: 37 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Units
(Pre-Consolidation)
Aggregate Pro Group Involvement P 2,187,500
[4 Placees]
Agent: Clarus Securities Inc. and Haywood Securities Inc.
Agents' Fees: 7% cash commission and 7% Agent's Option. Each Agent Option is exercisable into one pre-consolidation unit at a price of $0.40 per unit for 24 months.
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Consolidation, Resume Trading
Pursuant to a resolution passed by shareholders on March 31, 2017, the Company has consolidated its capital on a 10 old for 1 new basis. The name of the Company remained the same.
Effective at the opening April 20, 2017, the common shares of Breaking Data Corp. will commence trading on TSX Venture Exchange on a post-consolidated basis. The Company is classified as an "Other Information Services" company.
Post - Consolidation
Capitalization: Unlimited number of common shares with no par value of which
27,464,064 shares are issued and outstanding
Escrow: 15,134,796 common shares and 466,570 stock options
Escrow Term: 18 months
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: BKD (same)
CUSIP Number: 10637V408 (new)
Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective April 20, 2017, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
Company Contact: David Berman, Chief Financial Officer
Company Address: 64 Jardin Drive, Suite 2A, Concord, Ontario, Canada L4K 3P3
Company Phone Number: 905-761-9200
Company Fax Number: 905-761-8976
Company Email Address: davidb@breakingdatacorp.com
Company Website: www.breakingdatacorp.com
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