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Eddy Smart Home Solutions Ltd. — Capital/Financing Update 2022
Jan 25, 2022
48019_rns_2022-01-25_3ef2ac02-14ab-43a1-a5a7-d1d991ec071d.pdf
Capital/Financing Update
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Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
Item 1 Name and Address of Company
The following companies were parties to the transaction:
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Aumento Capital VIII Corp., a company incorporated under the Business Corporation Act (Ontario) (the “ Company ”);
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2865357 Ontario Inc., a company incorporated under the Business Corporations Act (Ontario) and a wholly-owned subsidiary of the Company (“ Subco ”); and
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Eddy Smart Home Solutions Inc., a company incorporated under the Business Corporations Act (Ontario) (the “ Private Company ”).
Item 2 Description of the Transaction
On September 13, 2021, the Company, Subco and the Private Company entered into an amalgamation agreement (as amended on December 15, 2021, the “ Amalgamation Agreement ”) pursuant to which, among other things, the Private Company amalgamated with Subco to form 1000080686 Ontario Inc., a wholly-owned subsidiary of the Company, and each shareholder of the Private Company received 0.504867 common shares of the Company (each, a “ Share ”) for every one share of the Private Company held (the “ Transaction ”).
Immediately prior to the Transaction, all subscription receipts of the Private Company issued pursuant to its brokered private placement for aggregate gross proceeds of $12,308,260.80 were converted into common shares of the Private Company on the basis of two Private Company common shares for every one subscription receipt and the proceeds therefrom were released from escrow.
As part of the Transaction, the Company changed its name from “Aumento Capital VIII Corp.,” to “Eddy Smart Home Solutions Ltd.”.
The Transaction was completed on January 12, 2022 and the Shares are scheduled to resume trading on the TSX-V under the trading symbol “EDY” on January 27, 2022.
The Transaction resulted in the issuance of 65,262,619 Shares and constituted a “reverse take-over” of the Company for the purposes of applicable securities laws as the former Private Company shareholders acquired a majority of the outstanding Shares. The Private Company is considered the reverse takeover acquirer. The Transaction also constituted a Qualifying Transaction (as such term is defined under Policy 2.4 of the TSX Venture Exchange) of the Company.
The Transaction is more particularly described in the Company’s Filing Statement dated January 6, 2022. A copy of the Filing Statement is available under the Company’s profile on SEDAR at www.sedar.com.
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Item 3 Effective Date of the Transaction
The effective date of the name change was January 11, 2022. The effective date of the Transaction was January 12, 2022.
Item 4 Names of Each Party, if any, that Ceased to Be a Reporting Issuer Subsequent to the Transaction and of each continuing entity
No party ceased to be a reporting issuer subsequent to the Transaction. As a result of the Transaction, the Company, now known as Eddy Smart Home Solutions Ltd., continues to be a reporting issuer.
Item 5 Date of Reporting Issuer’s first financial year-end subsequent to the Transaction
December 31, 2022.
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Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the Reporting Issuer’s first financial year subsequent to the Transaction
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Year Ended December 31, 2021 and 2020;
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Three Months Ended March 31, 2022 and 2021;
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Three and Six Months Ended June 30, 2022 and 2021; and
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Three and Nine Months Ended September 30, 2022 and 2021.
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Item 7 Documents Filed under this Instrument that Described the Transaction and Where those Documents can be Found in Electronic Format
In connection with the Transaction, the Company filed the following documents which are available under the Company’s profile on SEDAR at www.sedar.com:
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Press Release dated June 24, 2021;
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Press Release dated September 13, 2021;
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Amalgamation Agreement dated September 13, 2021, as amended on December 15, 2021;
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Press Release dated September 15, 2021;
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Material Change Report dated September 21, 2021;
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Press Release dated October 13, 2021;
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Management Information Circular dated October 28, 2021;
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Filing Statement dated January 6, 2022;
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Press Release dated January 10, 2022;
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Press Release dated January 13, 2022; and
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Material Change Report dated January 21, 2022.