IC Capitalight completes change of business transaction, concurrent financing and listing transfer
IC CA APITALIGHT C COMPLETES C CHANGE OF B BUSINESS TR RANSACTION, , CONCUR RRENT FINANCING AND LISTING TRANS SFER
alight Corp. (formerly Inte Vancouve er, British Co olumbia – Oct tober 2, 2019 9 – IC Capita ernational Co orona Capital C Corp.) (CSE: I
IC) (the “Com mpany”) is p pleased to announce the e completion n of its change of business transaction ( (the “Transaction”), whic ch was previously announced by way y of news re elease January 4 4, 2019, pursuant to whic any acquired (the “Muren ch the Compa
nbeeld Acqu
uisition”) all o of the issued an nd outstandin ng common shares in the e capital of Murenbeeld & Co. Inc. ( (“Murenbeeld d”), a growing s subscription‐b based gold re esearch comp pany, certain n fixed incom me debentures in the aggr regate principal amount of $ $2,097,000 (c collectively, t the “Debentu ures”) of Sto one Investme ent Group Limited ed Concurrent Financing (the “Concu (“SIGL”), and raised $814,000 pu ursuant to a non‐brokere
urrent Financing
ws release dated May 17, 2019, the g”). As previo ously announ nced by new e Transaction n was nority of shareholders at the annual g approved by a majorit ty of the min general and s special meeti ing of sharehold ders held on M May 15, 2019 9 (the “Meetin ng”).
The Trans saction
Acquisitio on of Murenbe eeld & Co. Inc c.
Pursuant to the terms s of a share p purchase agre eement dated d December 20, 2018 (the e “Share Purchase
Agreemen
nt”) between n the Compa any and Bluespring Inve estment Strat tegies Inc. (“ “Bluespring”) ), the Company purchased the sole issued and outstanding commo on share in the capital of Murenbeeld from Bluespring g, which com mmon share re epresents 100 0% of the issued and outs standing shar res of Murenb beeld, all on the e terms and conditions set forth in th he Share Pur rchase Agree ement in con nsideration fo or the of 6,666,667 Shares (as d issuance o defined below
w) at a deem med price of $ $0.06 per Sha are. A copy o of the able under the Company’s Share Pur rchase Agreem ment is availa profile on SE EDAR at www w.sedar.com.
Service Ag greements
Pursuant to the Share Purchase Agreement, the e Company als so entered in nto employment and consulting agreemen nts (collective ely, the “Service Agreem ments”) with h key individ duals who pr rovide servic ces to eld, namely Bluespring and Chant Murenbee telle Schieve en, an arm’
’s length p party (collect tively, the “Mure
enbeeld Serv
vice Providers”), and settl led amounts owed to the e Murenbeeld d Service Prov viders in the agg gregate of $140,000 by the e issuance of f 2,333,333 Sh hares at $0.06 per Share t to the Murenbeeld s issued to Bluespring and d 1,416,667 Shares to be issued Service Pr roviders, with h 916,666 of these Shares able in cash and, at to Ms. Sch hieven. In add dition, the Se ervice Agreem ments provide e for an annua al salary paya the option of each Mu urenbeeld Se ervice Provide er, in Shares issuable at t the lowest pr rice permissib ble by the stock k exchange o on which the e Shares are e listed at th he relevant t time, and in n accordance e with applicable e securities la aws.
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Debenture Acquisition
In addition, as part of the Transaction, the Company completed the acquisition of the Debentures in the aggregate principal amount of $2,097,000, as to $1,347,000 of the Debentures (the “First Debentures”) from Bluespring, a company owned and controlled by Brian Bosse, a director and officer of the Company, and as to $750,000 of the Debentures (the “Second Debentures”) from an arm’s length party. The Debentures are governed by a Trust Indenture dated December 28, 2006, as amended (the “Debenture Indenture”), between SIGL and Computershare Trust Company of Canada, a copy of which is available under SIGL’s profile on SEDAR at www.sedar.com. The Debentures pay 7.5% interest per annum, payable in cash quarterly and mature in December, 2021 (the “Maturity Date”). The Company estimates that the Debentures will generate approximately $160,000 of revenue from interest payments in the twelve months following the acquisition of the Debentures by the Company.
Pursuant to the terms of the debenture purchase agreement dated December 20, 2018 among the Company, Bluespring and Mr. Bosse (together, the “Vendors”), the Company purchased from the Vendors: (i) the First Debentures, which First Debentures are governed by the Debenture Indenture and represent approximately 11.23% of the issued and outstanding Debentures of SIGL; (ii) 112,810 common shares of SIGL (each, a “SIGL Share”), which SIGL Shares represent approximately 0.5% of the issued and outstanding SIGL Shares; and (iii) an exclusive license to use and benefit from certain licensed materials relating to the Debentures and SIGL developed, acquired or otherwise obtained by the Vendors (the “Licensed Materials”) until December 31, 2021. As consideration for the First Debentures, SIGL Shares and the Licensed Materials, the Company issued an aggregate of 19,790,000 Shares to Bluespring at a deemed price of $0.06 per Share in respect of: (i) $942,900 in consideration for the First Debentures held by Bluespring through the issuance of 15,715,000 Shares at $0.06 per Share; (ii) the reimbursement of Bluespring’s expenses in connection with the Transaction, which expenses were estimated to be $40,000 as at December 31, 2018, through the issuance of 666,667 Shares; (iii) the payment of $200,000 for the Licensed Materials through the issuance of 3,333,333 Shares at $0.06 per Share; and (iv) $4,500 for the acquisition of the SIGL Shares through the issuance of 75,000 Shares at $0.06 per Share.
Pursuant to the terms of the debenture purchase agreement dated December 20, 2018 between the Company and the arm’s length party, the Company purchased from the arm’s length party the Second Debentures, which Second Debentures are governed by the Debenture Indenture and represent 6.25% of the issued and outstanding Debentures of SIGL. As consideration for the Second Debentures, the Company agreed to pay $850,000, which is less than the redemption value of the Second Debentures. To date, the Company has issued 8,437,500 Shares at a deemed price of $0.06 per Share. The balance of the consideration will be payable in cash and/or Shares on or before the Maturity Date.
Collectively, the Debentures represent an aggregate of 17.48% of the total Debentures of SIGL currently issued and outstanding and approximately 0.5% of the issued and outstanding SIGL Shares.
SIGL is an un‐listed reporting issuer in Alberta, British Columbia Manitoba, Newfoundland, New Brunswick, Nova Scotia, North West Territories, Ontario, Prince Edward Island, Saskatchewan, the Yukon and Nunavut, which, through its wholly‐owned subsidiary Stone Asset Management Limited (“SAM”), provides wealth management services primarily through the management and distribution of mutual funds known as “Stone Mutual Funds”. SAM is the registered investment fund manager for the Stone Mutual Funds and a registered investment counsel and portfolio advisor. SIGL and SAM earn revenue through the provision of management and administrative services to the Stone Mutual Funds, which are ‐ 3 ‐
open‐ended mutual funds, and to the various investment products offered under the SIGL brand. See SIGL’s profile on SEDAR at www.sedar.com for more information.
The Resulting Issuer
The completion of the Transaction constituted a “fundamental change” for the Company under Policy 8 of the Canadian Securities Exchange (the “Exchange”) “Fundamental Changes & Changes of Business” and, upon issuance of the final Exchange bulletin confirming completion of the Transaction, the Company’s Shares will commence trading on the Exchange as an investment issuer under the symbol “IC” effective at the opening of market on Thursday, October 3, 2019. Effective close of business on Tuesday, October 1, 2019, the Shares were delisted from trading on the TSX Venture Exchange (“TSXV”) at the request of the Company.
The Company will operate as a merchant bank with initial assets consisting of Murenbeeld, the Debentures and two remaining mineral exploration properties (the “Legacy Properties”) for its former business as a mineral exploration issuer. The Company intends to hold its interest in both its Legacy Properties while simultaneously performing work to update the exploration data and then seek opportunities to realize maximum value of such properties for the Company. The Company will also continue to pursue investment opportunities in accordance with its investment policies.
For more information regarding the Transaction, please see the Company’s news releases filed on SEDAR dated January 4, 2019, February 5, 2019, April 3, 2019, May 8, 2019, and May 17, 2019.
Name Change, Share Consolidation and Shareholders’ Rights Plan
Immediately prior to the closing the Transaction (the “Closing”), the Company changed its name from “International Corona Capital Corp.” to “IC Capitalight Corp.”, completed a consolidation (the “Consolidation”) of its issued and outstanding common shares on the basis of two pre‐ consolidation shares for one post‐consolidation share (each post‐consolidation share, a “Share”) and adopted a shareholders’ rights plan (the “Shareholders’ Rights Plan”). The Shareholders’ Rights Plan was approved by the shareholders at the Meeting. The Shareholders’ Rights Plan is similar in structure to shareholders’ rights plans adopted by, and approved by the shareholders of, many Canadian public companies. The full text of the Shareholders’ Rights Plan is available on the Company’s profile on SEDAR at www.sedar.com.
The Concurrent Financing
In connection with the Transaction, the Company completed the Concurrent Financing and issued 12,133,333 Shares at a price of $0.06 per Share for gross proceeds of $728,000 and 1,075,000 Shares issued on a “flow‐through” basis (each, a “Flow‐Through Share”) pursuant to the Income Tax Act (Canada) (the “Tax Act”) at a price of $0.08 per Flow‐Through Share for gross proceeds of $86,000. In aggregate, the Company raised gross proceeds of $814,000 under the Concurrent Financing.
The gross proceeds raised by the Shares will be used by the Company to integrate the business of Murenbeeld, pursue revenue expansion of the Company both organically and via marketing, acquisitions of competing subscription research companies and by attending tradeshows, as well as for general working capital purposes. The gross proceeds raised by Flow‐Through Shares will be used for Canadian exploration expenses as described in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act, excluding any amounts of Canadian exploration expenses which ‐ 4 ‐
may not be renounced to a subscriber. The Company intends to use the proceeds from the Flow‐ Through Share portion of the Concurrent Financing to fund exploration activities and operating expenses on its Legacy Properties: the Retty Lake property and the Schefferville property, both located in the prolific Labrador Trough area in the Province of Québec, Canada.
In connection with the Concurrent Financing, the Company paid cash finder’s fees in the amount of $1,800.
Upon completion of the Transaction and the Consolidation, an aggregate of 84,688,063 Shares are issued and outstanding and an aggregate of 39,665,517 Shares issued to “Related Persons” of the Company (as defined in Exchange Policy 1 – Interpretation and General Provisions) were placed in escrow in accordance with the policies of the Exchange.
MI 61‐101 Disclosure
Brian Bosse is the Chief Executive Officer and director of the Company and is the sole director, officer and shareholder of Bluespring, the sole shareholder of Murenbeeld. Accordingly, each of the Murenbeeld Acquisition and the acquisition of the First Debentures constituted a “related party transaction” as such term is defined in Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions (“MI 61‐101”), which required that the Company, in the absence of exemptions, obtain a formal valuation for, and minority shareholder approval of, each related party transaction. Both the Murenbeeld Acquisition and the acquisition of the Debentures held by Bluespring were exempt from the valuation requirement of MI 61‐101 by virtue of the exemption contained in section 5.5(b) as the Company’s Shares are not listed on a specified market. The Company received “minority approval” as such term is defined in MI 61‐101 for the Transactions, which included the Share Purchase Agreement and the acquisition of the First Debentures, at the annual general and special meeting of Shareholders held on May 15, 2019. For more information regarding shareholder approval of the Transaction, please see the Company’s news releases filed on SEDAR dated May 17, 2019.
Prior to completion of the Transaction, Brian Bosse did not own, either directly or indirectly, any Shares of the Company. Following the Transaction, Mr. Bosse owns, indirectly through Bluespring, 32,706,667 Shares, representing approximately 38.62% of the Company’s issued and outstanding Shares.
About Murenbeeld & Co Inc.
Murenbeeld & Co. is a unique and growing subscription‐based gold research company which creates and publishes proprietary gold indexes. Various mining companies and asset managers use Murenbeeld’s proprietary gold indexes to inform their own decision making about capital allocation, treasury operations and business risk assessment.
About IC Capitalight Corp.
The Company is listed on the CSE under the symbol “IC”. To learn more about the Company please visit www.capitalight.co/.
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On behalf of the Board of Directors
“Brian Bosse”
CEO and Director International Corona Capital Corp.
Contact Information
Brian Bosse CEO and Director P: 866.653.9223
Disclaimer for Forward‐Looking Information
This news release includes certain “forward‐looking statements” under applicable Canadian securities legislation that are not historical facts. Forward‐looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward‐looking statements. Forward‐looking statements in this news release include, but are not limited to, statements regarding: the interest revenues of the Debentures; (ii) the Legacy Properties; (iii) the proposed business and operations of the Company following completion of the Transaction; and (iv) the proposed use of proceeds from the Concurrent Financing. Forward‐looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and other risks outside of the Company’s control. Additional risk factors are included in the Company’s Management’s Discussion and Analysis, available under the Company’s profile on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward‐looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except as required by applicable laws, the Company disclaims any intention or obligation to update or revise any forward‐looking statement, whether as a result of new information, future events, or otherwise.