LEAF MOBILE INC. ("LEAF")
BULLETIN TYPE: Reverse Takeover-Completed, Prospectus Offering, Graduation
BULLETIN DATE: February 8, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing LEAF Mobile Inc. (the "Company")'s Reverse Takeover ("RTO") described in its Amended and Restated Filing Statement dated January 18, 2021.
Pursuant to a share purchase agreement dated October 31, 2020, as amended on November 26, 2020 (the "Purchase Agreement"), the Company has acquired all the outstanding shares of Eastside Games Inc. ("ESG") for $19 million cash and the issuance of 444,444,444 shares as well as an additional $20 million cash contingent payments payable within 2 years of which $10 million can be payable with a maximum of 88,888,888 additional shares; and excluding the common shares issued under the Prospectus Offering section below.
Prospectus Offering
The Company's Prospectus dated January 22, 2021 was filed with and accepted by TSX Venture Exchange, and filed with securities regulators in all provinces of Canada excepting Quebec, and receipted by the British Columbia Securities Commission, as principal regulator, and by the Ontario Securities Commission, pursuant to the provision of the British Columbia and the Ontario Securities Acts. Prior to the completion of the RTO, LEAF completed the prospectus offering of subscription receipts for total gross proceeds of $23,000,000. The subscription receipts issued at $0.225 per subscription receipt under the prospectus offering were exchanged into 102,222,221 common shares of the Company.
Agents: Eight Capital, Haywood Securities Inc., Paradigm Capital Inc. and Scotia Capital Inc.
Offering: 102,222,221 subscription receipts
Offering Price: $0.225 per subscription receipt
Agents' Warrants: 6,133,332 non-transferable warrants exercisable to purchase one share at $0.225 per share for 24 months.
Graduation
TSX Venture Exchange has been advised that the Company's common shares will be listed and commence trading on Toronto Stock Exchange at the market opening on Wednesday, February 10, 2021 under the name "LEAF Mobile Inc." with the symbol "LEAF".
As the result of this Graduation, the Company's common shares will be delisted from TSXV at the commencement of trading on Toronto Stock Exchange.
Please refer to the Original Listing bulletin issued by the TSX dated February 8, 2021 for further information on the listing and the Amended and Restated Filing Statement dated January 18, 2021, which is available on www.sedar.com for details of the RTO.
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