FAX Investments Inc. Acquisition of Multiple Voting Shares in FAX Capital Corp.
TORONTO, Dec. 17, 2018 (GLOBE NEWSWIRE) -- On December 17, 2018, FAX Investments Inc. (formerly, 2625312 Ontario Inc.) (FAXCo), subscribed for 5,555,555 convertible multiple voting shares (Multiple Voting Shares) in the capital of FAX Capital Corp. (formerly, God’s Lake Resources Inc.) (FAX), on a private placement basis, pursuant to a subscription agreement with FAX at a price of $0.72 per Multiple Voting Share (for proceeds of approximately $4,000,000) (the Private Placement).
Prior to the completion of the Private Placement, FAXCo, a corporation wholly owned by Merrilyn Driscoll, had direct or indirect ownership of, or control over, 5,536,075 subordinate voting shares in the capital of FAX (Subordinate Voting Shares) (formerly common shares in the capital of FAX), representing approximately 59.96% of the issued and outstanding Subordinate Voting Shares (on the basis of 9,232,888 Subordinate Voting Shares issued and outstanding). Following the completion of the Private Placement, FAXCo has direct or indirect ownership of or control over 5,536,075 Subordinate Voting Shares, representing 59.96% of the voting rights attached to the Subordinate Voting Shares, and 5,555,555 Multiple Voting Shares, representing 100% of the voting rights attached to the Multiple Voting Shares, which represents in aggregate approximately 83.98% of the voting rights attached to FAX’s issued and outstanding shares.
The Private Placement was completed in connection with FAX’s proposed change of business from a mineral resource exploration company to an investment holding company (the Proposed COB). As the Proposed COB is considered a “fundamental change” pursuant to the policies of the Canadian Securities Exchange (the CSE), FAX must meet the criteria for a new listing for an investment company, including the requirement that FAX must have a minimum net assets of $4,000,000. The Private Placement is being completed by FAX in order to obtain the net assets necessary to meet the CSE’s listing requirements after the completion of the Proposed COB.
The Multiple Voting Shares and Subordinate Voting Shares are otherwise held by FAXCo for investment purposes. FAXCo has a long-term view of its investment in FAX and may acquire additional securities of FAX on the open market or through private acquisitions or sell the securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
The Private Placement did not occur through the facilities of any exchange but through private agreement.
The address of both FAX and FAXCo is 100 Wellington Street West, Suite 2110, Toronto, Ontario, M5K 1H1.
An early warning report (the EWR) will be filed on SEDAR and will be available for review at www.sedar.com under FAX’s SEDAR profile. A copy of the EWR can be obtained from the contact below.
For further information, please contact: