PEEKABOO BEANS INC ("PBB")
[formerly NORTH GROUP FINANCE LIMITED ("NOR")]
BULLETIN TYPE: Resume Trading, Reverse Takeover-Completed, Name Change and Consolidation
BULLETIN DATE: September 28, 2016
TSX Venture Tier 2 Company
The common shares of the North Group Finance Limited (the "Company") have been halted from trading since May 16, 2016, pending completion of a Reverse Take-Over ("RTO').
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover, which includes the following transactions:
* Amalgamation agreement dated May 30, 2016 whereby the Company acquired all of the issued and outstanding common shares in the capital of Peekaboo Beans Inc ("Peekaboo") by way of a three-cornered amalgamation pursuant to which a wholly-owned subsidiary of the Company amalgamated with Peekaboo to form a new company ("Amalco") and each Peekaboo shareholder received one post-consolidation common share in the capital of the Company for each Peekaboo share held;
* Prior to the closing of the RTO, Peekaboo completed a private placement financing for aggregate gross proceeds of $1,050,468. A total of 1,000,446 units (each, a "Unit") were issued at a price of $1.05 per Unit, with each Unit consisting of one Peekaboo common share (each, a "Peekaboo Share") and one warrant to purchase one Peekaboo Share (each, a "Peekaboo Warrant") at a price of $1.25 until September 23, 2017
* Finder's fees paid in connection with a portion of the Peekaboo financing consist of an aggregate cash fee of $17,143 and 23,324 warrants to purchase Peekaboo Shares (the "Finder Warrants") each exercisable at a price of $1.05 per PBI Share and expiring on September 23, 2017
* A bridge loan between Northpark Limited, as lender, and Peekaboo, as borrower, of up to $700,000, of which $480,000 has been drawn upon as of the closing date of the RTO, remains outstanding as indebtedness of Amalco. The loan bears interest at a rate of 15% per annum, matures on December 31, 2017, and is convertible into up to 666,666 units of the Company, depending on the amount outstanding, on the same terms as the Units issued pursuant to the Unit Financing;
* Northpark Limited received a fee for such loan comprised of warrants to purchase 480,000 common shares of the Company, each having an exercise price of $1.25 and expiring on September 30, 2017, which are subject to escrow conditions in accordance with Exchange escrow requirements;
* A promissory note issued by Peekaboo for in the principal amount of approximately $247,000 to Mrs. Nikki Mayer, General Manager and a Director of Peekaboo Beans, in respect of a prior shareholder loan. The note is convertible at the option of Mrs. Mayer into 235,068 units of the Company on the same terms as the Units issued pursuant to the Units Financing. The note is due on December 31, 2017, and bears interest at a rate of 8% per annum.
The Exchange has been advised that the above transactions, approved by shareholders on June 30, 2016, have been completed.
The Company is classified as an 'Industrial - Apparel' company.
Pursuant to a resolution passed by shareholders on June 30, 2016, the Company has consolidated its capital on a (Three) 3 old for (One) 1 new basis. The name of the Company has also been changed as follows.
Effective at the opening Thursday, September 29, 2016, the common shares of Peekaboo Beans Inc will commence trading on TSX Venture Exchange, and the common shares of North Group Finance Limited will be delisted.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
6,783,423 shares are issued and outstanding
Escrow: 2,011,445 shares subject to a TSX Venture three (3) year surplus escrow agreement
742,700 TSX Venture 3 year value escrow agreement under the seed share resale matrix
Transfer Agent: Computershare Investor Services Inc
Trading Symbol: PBB (NEW)
CUSIP Number: 70538A101 (NEW)
Effective at the open, Thursday, September 29, 2016, trading in the shares of the Company will resume.
Company Contact: Traci Costa
Company Address: Unit 610-13211 Delf Place, Richmond, BC, V6V 2A2
Company Phone Number: +1 604-279-2326
Company Fax Number: + 1 604-279-2325
Company Email Address: traci@peekaboobeans.com
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