3D SIGNATURES INC. ("DXD")
[formerly PLICIT CAPITAL CORP. ("PLP.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Resume Trading, Graduation from NEX to TSX Venture Exchange, Name Change, Private Placement-Non-Brokered
BULLETIN DATE: September 12, 2016
TSX Venture Exchange Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing PLICIT CAPITAL CORP (the "Company")'s Qualifying Transaction described in its Filing Statement dated August 22, 2016. As a result, at the opening on Tuesday September 13, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the arm's length acquisition of all of the issued and outstanding shares of 3D Signatures Inc. ("3D") for consideration of 25,323,161 shares in the capital of the Company ("Shares").
A finder's fee of 500,000 Shares will be paid to 314 Finance Corp. (a company controlled by Tasso Baras) in connection with the transaction.
In addition, the Exchange has accepted for filing the following:
Private Placement
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced December 5, 2015 and May 26, 2016:
Number of Shares: 15,572,038 shares
Purchase Price: $0.35 per share
Number of Placees: 157 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Pat Campling Y, P 285,714
Aggregate Pro Group Involvement P 1,628,000
[20 Placees]
Agent's Fee: $164,091.98 payable to Haywood Securities Inc., with 625,016 warrants exercisable at $0.35 for two years
$103,363.74 payable to Canaccord Genuity Corp., with 295,325 warrants exercisable at $0.35 for two years
$5,809.98 payable to PI Financial Corp., with 16,600 warrants exercisable at $0.35 for two years
$84,788.13 payable to CIBC World Markets Inc., with 242,252 warrants exercisable at $0.35 for two years
$12,740 payable to Leede Jones Gable Inc., with 36,400 warrants exercisable at $0.35 for two years
$1,102.50 payable to RBC Dominion Securities Inc., with 3,150 warrants exercisable at $0.35 for two years
$7,007 payable to AlphaNorth Asset Management, with 20,020 warrants exercisable at $0.35 for two years
$2,450 payable to Covista Value Fund LP, with 7,000 warrants exercisable at $0.35 for two years
Finder's Fee: 500,000 Shares payable to 314 Finance Corp.
Capitalization: Unlimited shares with no par value of which
46,445,199 shares are issued and outstanding
Escrow: 750,000 shares subject to a 3 year Exchange Capital Pool Company escrow agreement
15,878,265 shares subject to a 3 year value escrow agreement
3,287,556 shares subject to a 3 year value escrow agreement pursuant to the Exchange's seed share resale matrix
The Company is classified as a "Biotechnology" company.
Transfer Agent: Computershare
Trading Symbol: DXD (new)
CUSIP Number: 88555C107 (new)
Name Change
In conjunction with the transaction, the Company has changed its name from Plicit Capital Corp. to 3D Signatures Inc. There is no consolidation of capital.
Effective at the opening Tuesday, September 13, 2016, the common shares of the Company will commence trading on Exchange, and the common shares of Plicit Capital Corp. will be delisted.
Graduation from NEX
The Company has met the requirements to be listed as a TSX Venture Exchange Tier 2 Company. Therefore, effective at the opening Tuesday, September 13, 2016, the Company's listing will transfer from the NEX to the Exchange, the Company's Tier classification will change from the NEX to Tier 2 and the Filing and Service Office will change from the NEX to Vancouver.
Effective at the opening Tuesday, September 13, 2016, the trading symbol for the Company will change from PLP.H to DXD.
Resume Trading
Effective at the opening Tuesday, September 13, 2016, the Shares of the 3D Signatures Inc. resumed trading, the Qualifying transaction having been completed.
Further information on the various transaction is available in the Company's SEDAR filings in the Filing Statement dated August 22, 2016, and in news releases from Dec 9, 2015 to Sept 9, 2016
Company Contact: Hugh Rogers
Company Address: 211 - 175 Hargrave Street, Winnipeg, MB R3C 3R8
Company Phone Number: 204-582-0922
Company Fax Number: 204-666-4098
Company Email Address: info@3dsignatures.com
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