NEX COMPANIES
COMPOSITE ALLIANCE GROUP INC. ("CAG")
[formerly CanAsia Financial Inc. ("CNA.H")]
BULLETIN TYPE: Graduation from NEX to TSX Venture, Symbol Change, Resume Trading, Reverse Takeover-Completed, Name Change and Consolidation
BULLETIN DATE: February 13, 2019
NEX Company
The common shares of the Company have been halted from trading since September 25, 2018, pending completion of a Reverse Take-Over ("RTO").
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 Friday, February 15, 2019, 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 Calgary.
Effective at the opening, Friday, February 15, 2019, the trading symbol for the Company will change from CAN.H to CAG.
Resume Trading
Effective at the opening, Friday, February 15, 2019, the common shares of Composite Alliance Group Inc. will commence trading on TSX Venture Exchange under the new symbol "CAG", and the common shares of CanAsia Financial Inc. will be delisted.
Reverse Takeover-Completed
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ('RTO'), which includes the following transactions:
The RTO involves the non-arm's length acquisition of all shares of Techni Modul Engineering S.A. for consideration of 87,600,000 shares at $0.125 per share and 19,200,000 non-voting series D preferred shares. Post-RTO, Techni Modul Engineering S.A. will be a wholly-owned subsidiary of the Company.
81,685,129 common shares and 17,901,398 series D preferred shares issued to Principals pursuant to the RTO will be subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period. In addition, convertible debentures issued to Principals in the aggregate amount of $660,000 are legended in accordance with a Tier 2 Value Security Escrow Agreement release schedule to be released over a 36-month period. In accordance with the Exchange's Seed Share Resale Restrictions, 5,924,871 common shares and 1,298,601 series D preferred shares issued to Non-Principals are legended in accordance with a Tier 2 Value Security Escrow Agreement release schedule to be released over a 36-month period.
Only the common shares will be listed.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
SPV Finances (Serge Luquain) Y 37,960,189
Serge Luquain Y 945
Corinne Marchat Y 945
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on January 24, 2019, the Company has consolidated its capital on a 5 old for 1 new basis. The name of the Company has also been changed to "Composite Alliance Group Inc."
Effective at the opening, Friday, February 15, 2019, the common shares of Composite Alliance Group Inc. will commence trading on TSX Venture Exchange, and the common shares of CanAsia Financial Inc. will be delisted.
For further information, please refer to the Company's Information Circular dated November 29, 2018, which is filed on SEDAR.
The Company is classified as a 'Machinery Manufacturing' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
110,233,610 shares are issued and outstanding
Escrowed: 87,610,000 common shares
Escrow Term: 3 year(s)
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: CAG (new)
CUSIP Number: 20459W 10 3 (new)
Company Contact: Dale Burstall
Director & Corporate Secretary
Company Address: Suite 1600, 333 - 7th Avenue SW
Calgary, AB T2P 2Z1
Company Phone Number: (403) 264-1915
Company Fax Number: (403) 266-6016
Company Email Address: dale@burstall.com
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