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EV Technology Group Ltd — Regulatory Filings 2022
Apr 20, 2022
44670_rns_2022-04-19_9923557b-8e65-42a4-86cb-522cd46884f4.pdf
Regulatory Filings
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Form 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of the Corporation
EV Technology Group Ltd. (the “ Corporation ”) 198 Davenport Road Toronto, Ontario M5R 1J2
2. Date of Material Change
April 7, 2022
3. News Release
A news release regarding the material change referred to in this report was disseminated by the Corporation via a Canadian news wire service on April 7, 2022. A copy of the news release has been filed on SEDAR and is available at www.sedar.com.
4. Summary of Material Change
On April 7, 2022, the Corporation, formerly Blue Sky Energy Inc., completed the reverse takeover of EV Technology Group Inc. (“ EVT ”) (the “ Reverse Takeover ”). The Reverse Takeover was completed pursuant to an amalgamation agreement dated January 19, 2022 (the “ Amalgamation Agreement ”), among the Corporation, EVT and 1000082448 Ontario Inc. (“ Subco ”). In connection with the Reverse Takeover, on April 12, 2022, the Corporation listed the Resulting Issuer Shares (as defined hereinafter) on the Neo Exchange Inc. (“ NEO ”) under the ticker symbol “EVTG.”
5. Full Description of Material Change
On April 7, 2022, the Corporation completed the Reverse Takeover. The Reverse Takeover was effected pursuant to the terms and subject to the conditions of the Amalgamation Agreement.
Prior to completion of the Reverse Takeover, the Corporation effected a consolidation (the “ Conslidation ”) of its common shares on the basis of one post-Consolidation common share (a “ Resulting Issuer Share ”) for every four pre-Consolidation common shares, and changed its name from Blue Sky Energy Inc. to “EV Technology Group Ltd.”
In connection with the Reverse Takeover and pursuant to the Amalgamation Agreement, among other things, (a) EVT amalgamated with Subco pursuant to Section 174 of the Business Corporations Act (Ontario) (the “ Amalgamation ”) to form an amalgamated
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entity called EV Experiences Inc. (“ Amalco ”); (b) immediately upon the Amalgamation, each common share in the capital of EVT (the “ EVT Shares ”) outstanding immediately prior to the Amalgamation, including each EVT Share issued as a result of conversion of the Subscription Receipts (as defined below), was exchanged for Resulting Issuer Shares on the basis of 4.7 Resulting Issuer Shares for each one EVT Share (the “ Exchange Ratio ”), following which all EVT Shares were cancelled; (c) the outstanding common shares of Subco were cancelled and replaced by common shares in the capital of Amalco on a one-for-one basis; (d) in consideration of the Resulting Issuer Shares issued to the previous holders of EVT Shares, Amalco issued to the Corporation one common share in the capital of Amalco for each Resulting Issuer Share issued; and (e) Amalco continued as a wholly-owned subsidiary of the Corporation.
Prior to the completion of the Reverse Takeover, as a condition to closing pursuant to the Amalgamation Agreement, the Corporation entered into shares for debt settlement agreements (the “ Shares for Debt Settlement Agreements ”) with certain creditors of the Corporation to which it was indebted in the aggregate amount of $2,633,293.88 (the “ Debt ”). Pursuant to the Shares for Debt Settlement Agreements, the Corporation issued a total of 10,005,359 pre-Consolidation common shares (the “ Shares for Debt ”) to such creditors in full in final satisfaction of the Debt.
Prior to completion of the Reverse Takeover, as a condition to closing pursuant to the Amalgamation Agreement, pre-Consolidation entered into a share purchase agreement dated as of April 4, 2022 with a third party purchaser (the “ Purchaser ”) pursuant to which pre-Consolidation agreed to sell, and the Purchaser agreed to purchase, all of the issued and outstanding shares in the capital of Sonoro Energy Iraq B.V. held by preConsolidation, in exchange for the sum of $1.00.
Immediately prior to the completion of the Reverse Takeover and upon the satisfaction of certain escrow release conditions, the 5,811,500 subscription receipts (the “ Subscription Receipts ”) issued by EVT on March 15, 2022 and March 25, 2022 pursuant to a nonbrokered private placement were automatically exchanged, for no additional consideration, into an aggregate of approximately 1,236,489 EVT Shares. In connection with the Reverse Takeover, such EVT Shares were exchanged for 5,811,500 Resulting Issuer Shares on the basis of the Exchange Ratio.
Upon completion of the Reverse Takeover, the board of directors and officers of the Corporation were reconstituted to consist of:
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Wouter Witvoet, Chief Executive Officer, Director and Chairman of the Board
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Ryan Ptolemy, Chief Financial Officer
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Olivier Francois Roussy Newton, President and Director
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David Maher, Chief Operating Officer
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Kenny Choi, Corporate Secretary
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Jon Foster, Director
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Kent Thexton, Director
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Manpreet Singh, Director
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Additional information regarding the Reverse Takeover can be found in the filing documents under the Corporation’s profile on SEDAR at www.sedar.com.
6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
No significant facts have been omitted from this report.
8. Executive Officer
The officer who is knowledgeable about the material change and this report is:
Wouter Witvoet Chief Executive Officer +41782008566
9. Date of Report
April 19, 2022.