Business
Highwood Oil Company Ltd. and Predator Blockchain Capital Corp. Announce Completion of Qualifying Transaction and Related Matters
Calgary, Alberta--(Newsfile Corp. - January 24, 2019) - Predator Blockchain Capital Corp. (TSX...
About this update from Highwood Asset Management Ltd
[{"type":"text","content":"Highwood Oil Company Ltd. and Predator Blockchain Capital Corp. Announce Completion of Qualifying Transaction and Related MattersCalgary, Alberta--(Newsfile Corp. - January 24, 2019) - Predator Blockchain Capital Corp. (TSXV: PRED.P) (\"PBC\") is pleased to announce that further to its news releases dated November 9, 2018, it has successfully completed an amalgamation (the \"Amalgamation\") with Highwood Oil Company Ltd. (\"Highwood\") to form a new company pursuant to the Business Corporations Act (Alberta) (\"ABCA\") also named \"Highwood Oil Company Ltd.\" (the \"Resulting Issuer\"). The Amalgamation constitutes the Qualifying Transaction of PBC pursuant to Policy 2.4 (the \"CPC Policy\") of the TSX Venture Exchange (\"Exchange\"). The Amalgamation was approved by the shareholders of PBC and Highwood on January 22, 2019 and became effective on January 23, 2019, the date the Certificate of Amalgamation was issued in respect of the Amalgamation under the ABCA. As a condition of the Amalgamation, the PBC common shares (\"PBC Shares\") were consolidated at a ratio of fifty-three (53) pre-consolidation PBC Shares for one (1) post-consolidation PBC Share (\"Resulting Issuer Share\"). Pursuant to the Amalgamation the post-consolidation PBC Shares were exchanged for one (1) Resulting Issuer Share and each outstanding common share of Highwood (\"Highwood Share\") was exchanged for one (1) Resulting Issuer Share. Following both the concurrent financing and the Amalgamation, former holders of PBC Shares (\"PBC Shareholders\") hold 188,679 Resulting Issuer Shares and former holders of Highwood Shares (\"Highwood Shareholders\") hold 5,751,804 Resulting Issuer Shares, each representing 3.2% and 96.8%, respectively, of the outstanding Resulting Issuer Shares. Each Resulting Issuer Share issued to Highwood Shareholders and PBC Shareholders pursuant to the Amalgamation was issued at a deemed price of $9.00 per Resulting Issuer Share. As a result of the Amalgamation, the Resulting Issuer has 5,940,483 Resulting Issuer Shares issued and outstanding (and 6,192,098 on a fully diluted basis including Options and RSUs granted on January 23, 2019). Pursuant to the terms of a Tier 2 Value Security Escrow Agreement among the Resulting Issuer, Odyssey Trust Company and certain escrowed security holders, an aggregate of 4,530,670 Resulting Issuer Share...