VENZEE TECHNOLOGIES INC. ("VENZ")
[formerly Gold Finder Explorations Ltd. ("GFN.H")]
BULLETIN TYPE: Reverse Takeover Completed/Symbol Change, Resume Trading, Graduation from NEX to TSX Venture, Short Form Offering Document-Distribution, Private Placement - Brokered, Name Change and Consolidation
BULLETIN DATE: January 4, 2018
NEX Company
Reverse Takeover
TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ("RTO") described in its Filing Statement dated December 12, 2017.
The RTO consists of the arm's length acquisition of all the issued and outstanding shares of Venzee Inc. ("Venzee"), by way of three-cornered amalgamation, in consideration of the issuance of 42,040,823 common shares of the Company at a deemed price of $0.50 per share, 585,906 warrants at an exercise price of $0.25 per share until August 28, 2019 and 3,434,083 stock options at an exercise price of $0.25 per share until up to September 1, 2027, on a post-consolidation basis.
A total of 13,838,544 common shares and 3,106,258 stock options issued to the shareholders of Venzee pursuant to the RTO are escrowed pursuant to an Exchange Tier 2 Value Escrow Agreement, on a post-consolidation basis.
The Company is classified as a "Computer systems design and related services (except video game design and development)" Issuer (NAICS Number: 541514).
For further information, please refer to the Company's Filing Statement dated December 12, 2017, available on SEDAR.
Resume Trading
Further to TSX Venture Exchange's Bulletin dated September 20, 2017, trading in the securities of the Resulting Issuer will resume at the opening on Friday, January 5, 2018.
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 Friday, January 5, 2018, 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 Montreal.
Effective at the opening on Friday, January 5, 2018, the trading symbol for the Company will change from "GFN.H" to "VENZ".
Short Form Offering Document
The Company's Short Form Offering Document dated December 18, 2017 was filed with the British Columbia Securities Commission and the Alberta Securities Commission and accepted by TSX Venture Exchange on November 30, 2017. The Exchange has now been advised that the offering closed on December 21, 2017, for gross proceeds of $2,000,000.
Agent: PI Financial Corp.
Offering: 4,000,000 common shares, on a post-consolidation basis.
Purchase Price: $0.50 per common share, on a post-consolidation basis.
Agent's Fee: 7% of the gross proceeds in cash and non-transferable warrants representing 7% of the number of common shares issued pursuant to the offering, representing an aggregate of 280,000 broker warrants to purchase 280,000 common shares, on a post-consolidation basis. Each whole broker warrant is exercisable at any time for 24 months following the closing date of the RTO (subject to an acceleration clause) at an exercise price of $0.50 per share, on a post-consolidation basis.
The Company has confirmed the closing of that offering by news release dated December 21, 2017.
Private Placement - Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered and a Non-Brokered Private Placement of subscription receipts of the Company which have been exchanged into the following securities:
Number of Shares: 11,000,000 common shares, on a post-consolidation basis
Purchase Price: $0.50 per common share, on a post-consolidation basis.
Warrants: 5,500,000 share purchase warrants to purchase 5,500,000 common shares, on a post-consolidation basis.
Warrant Exercise Price: $0.75 per common share on a post-consolidation basis for a two year period (subject to an acceleration clause)
Number of Placees: 89 Placees
Insider / Pro Group Participation: N/A
Agent: PI Financial Corp.
Agent's Fee: 7% of gross proceeds in cash and non-transferable warrants representing
7% of the number of common shares issued pursuant to the offering, representing an aggregate of 770,000 broker warrants to purchase 770,000 common shares, on a post-consolidation basis. Each whole broker warrant is exercisable at any time for 24 months following the closing date of the RTO (subject to an acceleration clause) at an exercise price of $0.50 per share, on a post-consolidation basis.
The Company has confirmed the closing of that Private Placement by news releases dated December 12 and 21, 2017.
Name Change and Consolidation
Pursuant to a Board resolution passed December 11, 2017, the Company has consolidated its capital on a 2 old for 1 new basis. The name of the Company has also been changed to Venzee Technologies Inc.
Effective at the opening on Friday, January 5, 2018, the common shares of Venzee Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Gold Finder Explorations Ltd. will be delisted. The Company is classified as a "Computer systems design and related services (except video game design and development)" Issuer (NAICS Number: 541514).
Post-Consolidation and
Post-Transactional
Capitalization: Unlimited number of common shares with no par value of which 62,300,746 common shares are issued and outstanding.
Escrow: 13,838,544 common shares and 3,106,258 stock options are subject to a Tier 2 Value Escrow Agreement.
Transfer Agent: Computershare Trust Company of Canada - Vancouver
Trading Symbol: VENZ (NEW)
CUSIP Number: 92337G105 (NEW)
TSX Venture Exchange has been advised that the above transactions have been completed.
Company Contact: Joshua Lebovic, Chief Financial Officer
Company Address: 422 Richards Street, Suite 170, Vancouver, BC V6B 2Z4
Company Phone Number: 1-888-359-9299
E-mail Address: admin@venzee.com
Web site: www.venzee.com
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