TSX VENTURE COMPANIES
HYDREIGHT TECHNOLOGIES INC. ("NURS")
[Formerly Hydreight Technologies Inc. ("NURS.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Resume Trading
BULLETIN DATE: November 29, 2022
TSX Venture Tier 2 Company
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange (the "Exchange") has accepted for filing Hydreight Technologies Inc.'s (the "Company") Qualifying Transaction as principally described in the Company's filing statement dated November 10, 2022. As a result, at the opening on Thursday December 1, 2022, the Company will no longer be considered a Capital Pool Company.
The arm's length Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange:
The Qualifying Transaction was completed pursuant to a merger agreement dated July 12, 2022, as amended November 23, 2022 (the "Merger Agreement"), among the Company, IV Hydreight Inc. ("IVH"), Victory Square Technologies Inc. ("VST"), 1362795 B.C. Ltd. ("AssetCo"), a former subsidiary of VST, and 1203500 B.C. Ltd. ("SubCo"), a wholly-owned subsidiary of the Company.
In connection with the Qualifying Transaction, AssetCo completed a non-brokered financing pursuant to which CAD$387,232 was raised in aggregate gross proceeds from the offering of 614,654 shares of AssetCo at a price of CAD$0.63 per share.
As disclosed in the Exchange bulletin dated November 23, 2022, prior to completing the Qualifying Transaction, the Company consolidated its share capital and changed its name from Perihelion Capital Ltd. to Hydreight Technologies Inc.
Pursuant to the terms of the Merger Agreement, AssetCo amalgamated with SubCo by way of a three-cornered amalgamation and the Company indirectly acquired 100% of the issued and outstanding securities of IVH. As consideration for the Qualifying Transaction, the Company issued 28,511,479 common shares of the Company to the former shareholders of AssetCo, each at a deemed price of CAD$0.63 per share, for aggregate consideration of CAD$17,962,232. Additionally, the Company issued 1,394,841 common shares of the Company at a deemed price of CAD$0.63 per share to an arm's length party as a finder's fee for the Qualifying Transaction.
The Exchange has been advised that the Qualifying Transaction was completed on November 28, 2022.
The Company has also agreed, in connection with the Qualifying Transaction, to issue 476,190 common shares and 571,428 restricted share units (together, the "Compensation Shares") to a related party on the date which is three months following the closing of the Qualifying Transaction. The Company advises that it obtained disinterested written shareholder consent on November 28, 2022 approving the issuance of the Compensation Shares.
For additional information please refer to the Company's filing statement, available under the Company's profile on SEDAR, as well as the Company's news releases dated May 3, 2022, July 13, 2022, September 13, 2022, November 10, 2022, November 23, 2022 and November 28, 2022.
Capitalization: unlimited common shares with no par value of which
37,842,815 common shares are issued and outstanding
Escrow: 28,030,813 common shares are subject to a Tier 2 Surplus Securities Escrow Agreement, with 1,047,618 additional common shares to be subject to the Tier 2 Surplus Securities Escrow Agreement when issued; and
222,629 common shares are subject to a CPC Escrow Agreement
Symbol: NURS (same symbol as CPC but with .P removed)
The Company is classified as an "Other Computer Related Services" company (United States NAICS #541519) and a "Computer systems design and related Services" company (Canada NAICS #541514).
Company Contact: Shane Madden
Company Address: 800 - 1500 West Georgia Street, Vancouver, British Columbia, V6G 2Z6
Company Phone Number: 702.913.8419
Company Email Address: shane@hydreight.com
Resume Trading
Effective at the opening on Thursday December 1, 2022, the shares of the Company will resume trading.
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