MARGAUX RED CAPITAL INC. ("SGMA")
[formerly Margaux Red Capital Inc. ("MXC.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Resume Trading, Graduation from NEX to TSX Venture, Brokered Private Placement
BULLETIN DATE: May 7, 2018
NEX Company
Qualifying Transaction - Completed
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction ("QT") described in its Filing Statement dated April 25, 2018. As a result, at the opening on Wednesday, May 9, 2018, the Company will no longer be considered as a Capital Pool Company.
The QT consists of the arm's length acquisition of all of the issued and outstanding common shares of Sigma Lithium Resources Inc. ("Sigma", or the "Target Company"), including the common shares issued by Sigma as a result of the concurrent financing described below, via an exchange of shares pursuant to which Sigma's shareholders received 662,978,226 common shares in the capital of the Company.
An aggregate of 501,463,546 common shares issued to Sigma Principals are escrowed pursuant to an Exchange Tier 1 Surplus Security Escrow Agreement, and 2,519,917 common shares issued to a Sigma non-Principal are escrowed pursuant to an Exchange Tier 1 Value Security Escrow Agreement.
The Company is classified as an "all other non-metallic mineral mining and quarrying" Issuer (NAICS Number: 212398).
For further information, please refer to the Company's Filing Statement dated April 25, 2018, available on SEDAR.
Resume Trading
Further to TSX Venture Exchange's Bulletin dated December 22, 2017, trading in the securities of the Resulting Issuer will resume under a new symbol ("SGMA") at the opening on Wednesday, May 9, 2018.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective on Wednesday, May 9, 2018, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Toronto.
Effective at the opening on Wednesday, May 9, 2018, the trading symbol for the Company will change from "MXC.H" to "SGMA".
Brokered Private Placement
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement in the Target Company in connection with the QT:
Number of Shares: 100,196,704 common shares on a post-exchange basis
Purchase Price: $0.20 per common share on a post-exchange basis
Number of Placees: 78 Placees
Insider Participation:
Name
Insider=Y
# of Shares
A10 Investimentos Fundo de Investimento de Ac?es - Investimento No Exterior (Calvyn Gardner, Ana Cristina Cabral)
Y
1,954,935
Agents' Fee: National Bank Financial Inc., Cormark Securities Inc. and Canaccord Genuity Corp. collectively received an aggregate of $993,381.84 in cash, and 2,483,367 non-transferable warrants to purchase 2,483,367 common shares at an exercise price of $0.20 per share until March 29, 2020.
The Company has confirmed the closing of the Qualifying Transaction and the Private Placement via a press release dated May 1, 2018.
Effective at the opening of business on Wednesday, May 9, 2018, the common shares of the Company will resume trading on TSX Venture Exchange under a new symbol ("SGMA").
Post-Transactional
Capitalization: Unlimited number of common shares with no par value of which 669,674,976 common shares are issued and outstanding.
Escrow: An aggregate of 505,503,463 common shares, of which 51,156,333 common shares are released at the date of this bulletin.
Transfer Agent: Computershare Investor Services Inc. (Vancouver and Toronto)
Trading Symbol: SGMA (NEW)
CUSIP Number: 566601100
TSX Venture Exchange has been advised that the above transactions have been completed.
Company Contacts: Alvaro Barbosa, Chief Legal Officer
Jo-Anne Archibald, Corporate Secretary
Company Address: Avenida Nove de Julho no 4939, Tower Europa, 5th Floor, Office 51
Itaim, Sao Paulo, SP, Brazil 01407-200
Company Phone Numbers: Head Office: +55-11-2985-0089
Corporate Secretary: (416) 848-4501
Company Email Address: contact@sigmaca.com
Company Website: www.sigmalithiumresources.com
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