Bulletin Contents
Search
Home Page
 
*Trenchant Capital Corp. 
Listed Company 

TRENCHANT CAPITAL CORP. ("TCC")
[formerly Trenchant Capital Corp. ("TCC.H")]
BULLETIN TYPE: Change of Business, Private Placement-Non-Brokered, Prospectus-Debenture Offering, Graduation from NEX to TSX Venture
BULLETIN DATE: May 26, 2017
NEX Company

TSX Venture Exchange (the "Exchange") has accepted for filing Trenchant Capital Corp.'s (the "Company") Change of Business (the "COB") and related transactions, all as principally described in its Filing Statement dated April 20, 2017 (the 'Filing Statement"). The COB includes the following matters, all of which have been accepted by the Exchange.


Change of Business:

The Company has made an investment of $5,522,000 (the "Loan") to Waiward Investments Limited
Partnership (the "Borrower") pursuant to a loan agreement dated March 2, 2017. The Borrower is a limited
partnership related to the Hillcore Group. The Loan will bear interest at the rate of 12.5% per annum, with
10% payable quarterly in cash and 2.5% being added quarterly to the outstanding principal. The maturity
date of the Loan is March 31, 2022.

HCG5 Investment Limited Partnership, a limited partnership related to Hillcore Group, is the beneficial
owner of 17.3% of the Company's shares. The Exchange has been advised that the COB has received
shareholder approval. For additional information refer to the Company's Filing Statement which is available
under the Company's profile on SEDAR.


Private Placement-Non-Brokered:

The Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement of preferred shares (the "Preferred Shares") announced March 8, 2017:

Number of Preferred Shares: 6,750,000 shares

Terms: $0.40 per Preferred Share, each entitling the holder to receive annual non-cumulative dividend of 8% per annum. Holders of Preferred Shares may, commencing May 18, 2018, convert Preferred Shares into common shares on a one for one basis subject to certain limits. The Preferred Shares will automatically convert into common shares on a one for one basis May 18, 2020.

Number of Placees: 8 Placees

Insider / Pro Group Participation:

Name Insider=Y # of Preferred Shares
Tom English Y 1,250,000
Hillcore Diversified Industries Ltd. Y 3,937,500
(Greg Tedesco)

1 Pro Group Placee 375,000

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.


Prospectus-Debenture Offering

Effective April 21, 2017, the Company's prospectus dated April 20, 2017 with respect to an offering of 9% secured convertible debentures (the "Debentures") was filed with and accepted by the Exchange, and filed with and receipted by the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, the Manitoba Securities Commission and the Ontario Securities Commission.


Convertible Debenture $5,522,000

Conversion Price: Convertible into a maximum of 5,522,000 shares on or after May 18, 2018, at the option of the holder, at a conversion price of the greater of $1.00 and 95% of the volume weighted average trading price for the 30 day trading period ending three business days before the conversion date. The conversion is subject to certain limits.

Maturity date: March 31, 2022

Interest rate: 9% per annum

Number of Placees: 171 Placees


Agents: Industrial Alliance Securities Inc.
Canaccord Genuity Corp.
GMP Securities L.P.
Raymond James Ltd.
Echelon Wealth Partners Inc.
Mackie Research Capital Corporation
PI Financial Corp.
Hampton Securities Limited
Integral Wealth Securities Limited
Leede Jones Gable Inc.

In connection with the Prospectus, the Agents collectively received a cash commission of $358,930.


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 Monday, May 29, 2017 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 Investment company.

Capitalization: Unlimited common shares with no par value of which
11,535,885 common shares are issued and outstanding
Escrow: 9,958,293 common shares are subject to Tier 2 Value Escrow

Transfer Agent: Computershare Investor Services Inc. (Vancouver office)
Trading Symbol: TCC (NEW)
CUSIP Number: 89485R 10 7 (UNCHANGED)
________________________________________