MEZZI HOLDINGS INC. ("MZI")
[formerly CCT Capital Ltd. ("CCW.H")]
BULLETIN TYPE: Change of Business, Private Placement-Non-Brokered, Shares for Debt, Name Change, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: October 28, 2014
NEX Company
TSX Venture Exchange (the 'Exchange') has accepted for filing CCT Capital Ltd's (now 'Mezzi Holdings Inc' - the 'Company') Change of Business (the 'COB') and related transactions, all as principally described in its Filing Statement dated October 15, 2014 (the 'Filing Statement'). The COB includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of all of the issued and outstanding shares of Mezzi Canada Inc.
On June 12, 2014 the Company entered into an amalgamation agreement (the 'Agreement') with Mezzi Canada Inc.
Pursuant to the Agreement, the Company agreed to acquire all of the issued and outstanding Mezzi Canada Inc. in consideration of the issuance of 6,000,000 common shares of the Company. The exchange ratio was one (1) Company share for every one (1) Mezzi Canada Inc. share held.
The Exchange has been advised that the COB has received shareholder approval. For additional information refer to the Company's Filing Statement available under the Company's profile on SEDAR.
2. Private Placement-Non-Brokered:
The Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 25, 2014:
Number of Shares: 14,783,186 shares
Purchase Price: $0.20 per share
Number of Placees: 141 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Keir Reynolds Y 175,000
David Garnett P 100,000
Clark MacDonald P 25,000
Robert Harrison P 25,000
Jason Schweigel P 15,000
Germania Trading Corp. (J. Schweigel) P 35,000
Nigel & Sharon Selby P 25,000
Gertrude Kmiec P 25,000
Chester Kmiec P 27,500
Janice Butchard P 535,000
Zubin Driver P 25,000
Afseen Somji P 30,000
Bridgwater Financial, Inc. (L. Schiavi) P 25,000
Michael Hope P 75,000
Finder's Fee: Canaccord Genuity Corp. will receive $5,383 and 15,380 warrants, Leede Financial Markets Inc. ,$70,980 and 202,800 warrants, Wolverton Securities Ltd., $210 and 600 warrants, Jordan Capital Markets Inc., $45,227 and 129,220 warrants, Palladium Capital Advisors, $16,000, and Patriot Capital Corporation, $2,100 and 6,000 warrants. The warrants are exercisable at a price of $0.50 for a period of eighteen (18) months from closing.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
3. Shares for Debt:
TSX Venture Exchange has accepted for filing the Company's proposal to issue 93,800 shares to settle outstanding debt for $69,270.
Number of Creditors: 2 Creditors
4. Name Change:
Pursuant to a resolution passed by shareholders on October 18, 2014, CCT Capital Ltd.'s name has been changed to Mezzi Holdings Inc. There is no consolidation of share capital.
Effective at the opening on Wednesday, October 29, 2014, the common shares of Mezzi Holdings Inc. will commence trading on the Exchange, and the common shares of CCT Capital Ltd. will be delisted from the NEX board of the Exchange.
5. Graduation from NEX to TSX Venture:
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Wednesday, October 29, 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.
The Company is classified as an 'Industrial' company.
Capitalization: Unlimited shares with no par value of which
38,218,653 shares are issued and outstanding
Escrow: 6,445,000 shares are subject to Value Escrow
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: MZI (new)
CUSIP Number: 59318L 10 6 (new)
6. Resume Trading:
Effective at the opening on Wednesday, October 29, 2014, trading in the shares of the Company will resume.
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