PRODIGY VENTURES INC. ("PGV")
[formerly 71 Capital Corp. ("SVN.H")]
BULLETIN TYPE: Qualifying Transaction-Completed, Amalgamation, Private Placement-Non Brokered, Resume Trading, Graduation from NEX to TSX Venture, New Symbol, Name Change and Consolidation
BULLETIN DATE: September 11, 2015
NEX Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing 71 Capital Corp.'s (the "Company") Qualifying Transaction described in its Filing Statement dated August 17, 2015. As a result, at the opening on Monday, September 14, 2015, the Company will no longer be considered a Capital Pool Company.
The Qualifying Transaction includes the following:
The Company acquired all the issued and outstanding shares of TCB Corporation doing business as Prodigy Ventures ("Prodigy Ventures") by way of a three cornered amalgamation (the "Amalgamation"), and issued 20,024,724 post consolidated Common Shares and 88,051,416 restricted voting shares to the shareholders of Prodigy Ventures, not including the Non Brokered Private Placement. Prior to the Amalgamation, the Company consolidated all of its issued and outstanding common shares on a 2 old for 1 new basis. Under the Amalgamation, all shareholders of Prodigy Ventures exchanged their common shares of Prodigy Ventures in return for post-consolidated common shares of the Company on a 1 for 1 basis and their restricted voting shares of Prodigy Ventures for restricted voting shares of the Company, also on a 1 for 1 basis.
As a result of the Amalgamation, Prodigy Ventures has become a wholly-owned subsidiary of the Company.
As a result of the Amalgamation, a total of 20,550,586 resulting issuer common shares and 88,051,416 resulting issuer restricted voting shares are escrowed pursuant to an Exchange Tier 2 Value escrow.
The resulting issuer is classified as a "Computer Systems Design and Related Services" issuer (NAICS Number: 541514).
For further information, please refer to the Company's Filing Statement dated August 17, 2015 available on SEDAR.
Resume Trading:
Further to TSX Venture Exchange's Bulletin dated May 19, 2014, trading in the securities of the Resulting Issuer will resume at the opening on Monday, September 14, 2015.
Graduation from NEX to TSX Venture:
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Monday, September 14, 2015, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Toronto.
Effective at the opening on Monday, September 14, 2015, the trading symbol for the Company will change from "SVN.H" to "PGV".
Private Placement - Non Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on August 17, 2015. The financing included the issuance by Prodigy Ventures of subscription receipts at a price of $0.0725 per subscription receipt with each subscription receipt entitling the holder to acquire, for no additional consideration, one post-consolidated common share:
Number of Shares: 1,182,764 post-consolidated shares
Purchase Price: $0.0725 per post-consolidated share
Number of Placees: 37 Placees
Insider=Y /
Name ProGroup=P # of Shares
LDI Investments Inc. Y 140,000
The Moore Family Trust Y 70,000
Geraldine E. Thornton Y 40,000
Stephen T. Moore Y 137,931
Trevor Robert MacLean Y 137,931
The Company has confirmed that the closing of the Private Placement via a press release dated August 17, 2015.
Name Change and Consolidation
At the annual meeting of shareholders on July 16, 2015, shareholders approved special resolutions approving the Company's capital consolidation, on a two (2) old shares for one (1) new shares basis and to change the name of the Company. Pursuant to the Qualifying Transaction, the name of the Company has been changed from "71 Capital Corp." to "Prodigy Ventures Inc.".
Capitalization: Unlimited number of common shares with no par value of which
25,688,232 common shares are issued and outstanding and 88,051,416 restricted voting shares issued and outstanding
Escrow: 20,550,586 common shares AND
88,051,416 restricted voting shares
Transfer Agent: Computershare (Toronto office)
Trading Symbol: PGV (NEW)
CUSIP Number: 742842107 (NEW)
Issuer Contact: Andrew Hilton, Chief Financial Officer
Issuer Address: 77 King Street West, Toronto, Ontario, Suite 3000, M5K 1G8
Issuer Phone Number: (416) 488-7700
Issuer email: andrew.hilton@prodigy.ventures
Website: www.prodigy.ventures
________________________________________
|
|
