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CoinAnalyst Corp. — Regulatory Filings 2021
Jun 8, 2021
46395_rns_2021-06-08_c6fb0410-a206-4315-95ef-c3cfeebe5f0c.pdf
Regulatory Filings
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FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
Brandenburg Energy Corp. (“ Brandenburg ” or the “ Company ”) 1049 Chilco Street, Suite 405 Vancouver, British Columbia V6G 2R7
Item 2: Date of Material Change
June 8, 2021.
Item 3: News Release
A news release was issued on June 8, 2021 by the Company and filed on SEDAR at www.sedar.com, a copy of which is attached hereto as Schedule “A”.
Item 4: Summary of Material Change
The Corporation announced that it completed the consolidation of all of the Company’s issued and outstanding common shares (the “ Common Shares ”) on the basis of one (1) post-consolidation Common Share for every seventy-eight and ninety-nine hundredths (78.99) pre-consolidation Common Shares (the “ Consolidation ”), effective June 8, 2021. The Consolidation was approved by a resolution of the board of directors of the Company and was completed in connection with the Company’s reverse takeover transaction with Coin Analyst UG.
Item 5.1: Full Description of Material Change
See attached news releases at Schedule “A” to this report.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item 7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
Aaron Meckler, CEO, CFO, Director
E: [email protected] T: 647 502-3558
Item 9: Date of Report
June 8, 2021.
Schedule “A”
(Please see attached)
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
BRANDENBURG ENERGY ANNOUNCES SHARE CONSOLIDATION
Vancouver, British Columbia – June 8, 2021 – Brandenburg Energy Corp. (“ Brandenburg ” or the “ Company ”) is pleased to announce the consolidation of all of the Company’s issued and outstanding common shares (the “ Common Shares ”) on the basis of one (1) post-consolidation Common Share for every seventy-eight and ninety-nine hundredths (78.99) pre-consolidation Common Shares (the “ Consolidation ”), effective June 8, 2021. The Consolidation was approved by a resolution of the board of directors of the Company, pursuant to the articles of the Company approved and adopted on April 30, 2014. The Consolidation was completed in connection with the Company’s reverse takeover transaction with Coin Analyst UG, as announced in its March 17, 2021 news release.
Prior to the Consolidation, the Company had 296,230,273 Common Shares issued and outstanding. As a result of the Consolidation, the Company has approximately 3,750,225 Common Shares issued and outstanding. No fractional post-Consolidation Common Shares were issued. Where a Consolidation resulted in fractional Common Shares, the number of post-Consolidation Common Shares was rounded down to the nearest whole Common Share, in the case of a fractional interest that was less than 0.5, or rounded up to the nearest whole number, in the case of a fractional interest that was 0.5 or greater.
The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding warrants and stock options will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.
For more information, please contact:
Brandenburg Energy Corp.
Aaron Meckler, CEO, CFO, Director E: [email protected] T: 647 502-3558 1049 Chilco Street, Suite 405, Vancouver, British Columbia, V6G 2R7.
Forward-Looking Statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. Certain forward-looking statements include, but are not limited to, statements concerning the completion of the Consolidation, the number of Common Shares that will be issued and outstanding upon the completion of the Consolidation, and the successful completion of the reverse takeover transaction with Coin Analyst UG. Such forward looking statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forwardlooking information. Except as required under applicable securities legislation, Sentinel undertakes no obligation to publicly update or revise forward-looking information.