TSX Venture Exchange Inc. (the “Exchange”) has accepted for filing the amendment and restatement of the articles of Evermount Ventures Inc. (the “Company”) (renamed OOOOO Entertainment Commerce Limited) to create a new class of subordinate voting shares (the “Subordinate Voting Shares”), create a new class of multiple voting shares (the “Multiple Voting Shares”) and re-designate each outstanding common share of the Company as a Subordinate Voting Share. The aforementioned capital reorganization was completed in connection with the Company’s Qualifying Transaction, as further described below, and was approved by a special resolution of the shareholders of the Company on March 30, 2021. For further details, refer to the Company’s information circular dated March 3, 2021, which is available under its profile on SEDAR.
Qualifying Transaction-Completed/New Symbol
The Exchange has accepted for filing the Company’s arm’s length Qualifying Transaction (the “QT”) and related transactions, all as principally described in the Company’s filing statement dated March 10, 2021 (the “Filing Statement”). As a result, at the opening on Thursday, July 22, 2021, the Company will no longer be considered a Capital Pool Company. The QT includes the following matters, all of which have been accepted by the Exchange.
The Company has acquired all outstanding shares of Video Commerce Group Limited. (the “Target”) pursuant to a securities exchange agreement among the Company, the Target and the Target’s shareholders dated September 1, 2020, as amended, for aggregate consideration of 71,201,966 post-Consolidation (as defined below) shares of the Company, as further described below: (i) 35,108,195 Subordinate Voting Shares were issued to Target shareholders (except for Samuel Jones) in exchange for each ordinary share of the Target held by such shareholders; (ii) 17,332,771 Multiple Voting Shares were issued to Samuel Jones in exchange for each ordinary share of the Target held by Samuel Jones; and (iii) 18,761,000 Subordinate Voting Shares were issued to the subscribers under the Concurrent Financing (as defined below) completed by the Target. Samuel Jones is the sole holder of the Multiple Voting Shares and the issuance of the Multiple Voting Shares was approved by the shareholders of the Company on March 30, 2021.
In connection with the QT, the Target completed a non-brokered private placement for gross proceeds of $15,008,800 (the “Concurrent Financing”), pursuant to which 18,761,000 ordinary shares of the Target were ultimately issued at a price of $0.80 per share, each of which has been exchanged for one Subordinate Voting Share (post-Consolidation) in connection with the closing of the QT. Finders were paid total cash fees of $530,928 and were issued a total of 478,360 broker warrants (the “Broker Warrants”) in connection with the Concurrent Financing. Each one Broker Warrant is exercisable to acquire one Subordinate Voting Share (post-Consolidation) a period of one year from the closing of the QT at a price of $0.80 per Subordinate Voting Share.
An aggregate of 3,000,000 Subordinate Voting Shares (post-Consolidation) were issued to arm’s length finders (Wayne Lloyd and Pimlico Partners LLC) in connection with the QT.
The Exchange has been advised that closing of the QT occurred on July 19, 2021.
For further information, see the Filing Statement and the news releases of the Company dated July 19, 2021 and June 21, 2021, which are available under the Company’s profile on SEDAR.
Name Change and Consolidation
Pursuant to a resolution passed by the directors of the Company on December 31, 2020 and June 30, 2021, the Company has consolidated its capital on a two (2) old for one (1) new basis (the “Consolidation”). The name of the Company has also been changed as follows.
Effective at the opening on Thursday, July 22, 2021, the Subordinate Voting Shares of OOOOO Entertainment Commerce Limited will commence trading on TSX Venture Exchange, and the common shares of Evermount Ventures Inc. will be delisted. The Company is classified as a ‘Technology’ company.