METTRUM HEALTH CORP. ("MT")
[formerly Cinaport Acquisition Corp. ("CPQ.H")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement- Brokered, Name Change and Consolidation, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: October 1, 2014
NEX Company
The common shares of the Company have been halted from trading since June 18, 2014, pending completion of a Qualifying Transaction (the "QT").
TSX Venture Exchange has accepted for filing the Company's QT described in its Filing Statement dated September 17, 2014. As a result, at the opening on Thursday, October 2, 2014, the Company will no longer be considered a Capital Pool Company. The QT includes the following:
Pursuant to the Amalgamation Agreement dated September 17, 2014 and the Certificate of Amalgamation dated September 30, 2014, the Company acquired all the issued and outstanding securities of Mettrum Ltd. ("Mettrum") through a three-cornered amalgamation, where 2434265 Ontario Inc., a wholly-owned subsidiary of the Company amalgamated with Mettrum. An aggregate of 33,256,880 common shares were issued by the Company in exchange for all of the issued and outstanding common shares of Mettrum (inclusive of the Mettrum common shares described under the Private Placement-Brokered section below). In addition, Holders of Mettrum's outstanding 1,860,000 options and 13,962,720 warrants (inclusive of the 13,800,000 Mettrum warrants described under the Private Placement-Brokered section below) received equivalent instruments of the Company exercisable for or convertible into the Company's common shares, and, similarly, 828,000 non-transferable broker warrants previously issued to the agents (described under the Private Placement-Brokered section below) became exercisable for a corresponding number of the Company's common shares.
Private Placement - Brokered
Prior to the completion of the QT, Mettrum completed a private placement offering of Mettrum 13,800,000 subscription receipts (with each subscription receipt automatically exchangeable for one Mettrum share and one Mettrum warrant) for gross proceeds of $34,500,000. Upon completion of the QT, the 13,800,000 Mettrum subscription receipts were ultimately exchanged into the following securities of the Resulting Issuer:
Number of Shares: 13,800,000 common shares
Purchase Price: $2.50 per subscription receipt
Warrants: 13,800,000 share purchase warrants to purchase shares
Warrant Exercise Price and Term: $3.50 for a one year period
Number of Placees: 116 placees
Insider / Pro Group Participation:
Insider=Y /
Name Pro Group=P # of Units
John O'Sullivan Y 200,000
Aggregate Pro-Group Involvement P 444,700
[15 Placees]
Agent's Fee: $2,070,000.00 cash commission and 828,000 broker warrants, in the aggregate, were paid and issued to Cormark Securities Inc. and the other agents of the private placement.
- Each broker warrant is exercisable into one common share at $2.50 per share until July 29, 2016.
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on September 15, 2014, the Company has consolidated its capital on a 14.5625 old for 1 new basis. The name of the Company has also been changed to Mettrum Health Corp.
Effective at the opening on Thursday, October 2, 2014, the common shares of Mettrum Health Corp. will commence trading on TSX Venture Exchange, and the common shares of Cinaport Acquisition Corp. will be delisted.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
33,675,077 shares are issued and outstanding
Escrow 14,040,720 common shares are subject to escrow
81,360 warrants; and
845,000 stock options are subject to Tier 1 Value Escrow and; another
245,835 common shares remain subject to the existing
CPC Escrow Agreement.
Transfer Agent: Equity Financial Trust Company
Symbol: MT (NEW)
CUSIP Number: 592689103 (NEW)
The Company is classified as an 'All Other Miscellaneous Crop Farming' company.
The Exchange has been advised that the above transactions have been completed.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective on Thursday, October 2, 2014, the Company's listing will transfer from NEX to TSX Venture, and the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Toronto.
Effective at the opening, Thursday, October 2, 2014, the trading symbol for the Company will change from "CPQ.H" to "MT".
Resume Trading
Effective at the open on Thursday, October 2, 2014, trading in the shares of the Company will resume.
Company Contact: Trevor Fencott, Chief Legal Officer and Secretary
Company Address: 1100 Bennett Road, Bowmanville, Ontario, Canada L1C3K5.
Company Phone Number: 1-844-638-8786
Company Fax Number: 1-888-344-3620
Company website: www.mettrum.com
Company Email Address: info@mettrum.com
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