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Kobo Resources Inc. — Capital/Financing Update 2023
Apr 21, 2023
47606_rns_2023-04-20_1f6af11e-1f69-48fd-bc97-7ef0d95bcf63.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 Names of the parties to the transaction:
Kobo Resources Inc. (formerly Meteorite Capital Inc.) (the “ Company ”), Boko Resources Inc. (formerly known as Kobo Resources Inc.) (“ Boko ”) and 9454-2123 Québec Inc.
Item 2 Description of the transaction:
On March 29, 2023, the Company and Boko completed a transaction (the “ Transaction ”) whereby the Company acquired all of the issued and outstanding securities of Boko pursuant to a three-cornered amalgamation in connection with which (i) Boko amalgamated with a wholly-owned subsidiary of the Company; and (ii) the Company issued one Resulting Issuer Shares (as defined below) to former Boko shareholders in exchange for every one common share of Boko (the “ Boko Shares ") so acquired. Pursuant to the Transaction, the Company also filed articles of amendment pursuant to which it consolidated its common shares immediately before the amalgamation on the basis of 0.2 new post-consolidation common share (a “ Resulting Issuer Share ”) for every pre-consolidation common shares issued and outstanding (the " Consolidation ") and changed its name to “Kobo Resources Inc.”.
In addition, an aggregate of 18,705,600 subscription receipts of the Company and of Boko, which were issued pursuant to a concurrent private placement, were converted for no additional consideration into an aggregate of 18,705,600 Resulting Issuer Shares and 9,352,800 warrants to acquire Resulting Issuer Shares in connection with the closing of the Transaction. The trading of the Resulting Issuer Share commenced on the TSXV on March 31, 2023 under the symbol “KRI”.
Item 3 Effective date of the transaction:
March 29, 2023.
Item 4 Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity
Boko Resources Inc. (formerly known as Kobo Resources Inc.) applied to cease to be a reporting issuer on April 11, 2023 via a dual application for an order under the securities legislation of Québec and Ontario. On April 20, 2023, Boko Resources Inc. ceased to be a reporting issuer in each of British Columbia, Alberta, Ontario and Québec pursuant to the order.
Dated April 20, 2023