SIYATA MOBILE INC. ("SIM")
[formerly Teslin River Resources Corp. ("TLR")]
BULLETIN TYPE: Reverse Takeover-Completed, Company Tier Reclassification, Private Placement-Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE: July 28, 2015
TSX Venture Tier 1 Company
TSX Venture Exchange (the 'Exchange') has accepted for filing Teslin River Resources Corp. (the 'Company' - now 'Siyata Mobile Inc.') Reverse Takeover (the 'RTO') and related transactions, all as principally described in the Company's filing statement dated May 29, 2015 (the 'Filing Statement'). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Agreement:
Pursuant to an amended and restated amalgamation agreement, dated May 29, 2015, as amended (the 'Agreement'), among the Company, Truckfone Inc., Accel Telecom Ltd. ('Accel'), Siyata Mobile Inc. ('Siyata Privco') and 1033819 B.C. Ltd ('TeslinSub'), TeslinSub and Siyata Privco agreed to amalgamate (the 'Amalgamation').
Prior to the completion of the Amalgamation, Siyata Privco issued 33,333,333 common shares to Accel to acquire the rights to and assets of Accel's cellular technology division (the 'Siyata Mobile Group'). The 33,333,333 Siyata Privco shares were converted into shares of the Company at closing on a one for one basis.
In connection with the RTO, Siyata Privco issued an aggregate 13,928,300 subscription receipts (the 'Subscription Receipts') in respect of a brokered private placement completed for gross proceeds of $4,178,490.
Prior to closing of the RTO, Teslin warrantholders exercised 6,000,000 existing warrants at a strike price of $0.06 for gross proceeds of $360,000.
The Exchange has been advised that the RTO and the related transactions have received approval from shareholders and have been completed. For additional information please refer to the Filing Statement available under the Company's profile on SEDAR as well as the Company's news release dated July 27, 2015.
2. Private Placement-Brokered:
As indicated above, prior to the completion of the RTO, Siyata Privco completed a financing of 13,928,300 Subscription Receipts at a price of $0.30 per Subscription Receipt, for aggregate gross proceeds of $4,178,490. Each Subscription Receipt converted into one common share and one half of one share purchase warrant (each, a 'Warrant') in the Company. Each Warrant entitles the holder to obtain a further common share at a strike price of $0.60 for a period of twenty-four (24) months.
A cash commission of $250,491 and 1,192,829 agent's warrants (the 'Agent's Warrants) were paid to in connection with the financing. The Agent's Warrants are exercisable for twenty-four (24) months at a price of $0.30. In addition, 417,849 common shares and 208,925 Warrants were issued to Haywood Securities Inc. as further compensation in connection with the financing.
3. Name Change, Consolidation, Tier Reclassification and Resume Trading:
Pursuant to a resolution passed by shareholders on June 17, 2015, the Company has consolidated its capital on a (2.2) old for (1) new basis. The name of the Company has also been changed as follows.
Effective at the opening Wednesday, July 29, 2015, the common shares of Siyata Mobile Inc. will commence trading on TSX Venture Exchange and the common shares of Teslin River Resources Corp. will be delisted. The Company is classified as a Tier 1 'Technology' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
59,587,337 shares are issued and outstanding
Escrow: 33,333,333 escrowed shares
Transfer Agent: Computershare Investor Services
Trading Symbol: SIM (NEW)
CUSIP Number: 83013Q 10 3 (NEW)
4. Resume Trading:
Effective at the opening, Wednesday, July 29, 2015, the shares of the Company will resume trading.
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