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OCUMETICS TECHNOLOGY CORP. — Regulatory Filings 2021
Jul 24, 2021
47569_rns_2021-07-23_a03ddf69-f8e9-4546-a80d-c0a180eb1ff0.pdf
Regulatory Filings
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
EnviroGold Global Limited (formerly, Range Energy Resources Inc.)
Item 1 Name and Address of the Issuer
ENVIROGOLD GLOBAL LIMITED (formerly, Range Energy Resources Inc.) Suite 810, 789 West Pender Street Vancouver, BC V6C 1H2
Item 2 Parties to the Transaction
EnviroGold Global Limited (formerly, Range Energy Resources Inc.) (the “ Company ”), 2826847 Ontario Inc. (“ Subco ”) and EnviroGold Global (CAN) Ltd. (“ EGGL ”).
Item 3 Description of the Transaction Name Change and Business Combination
Pursuant to an amalgamation agreement among EGGL, the Company, Subco, being a wholly-owned subsidiary of the Company, the business combination was completed by way of a three-cornered amalgamation (the “ Amalgamation ”) pursuant to which EGGL amalgamated with Subco, and the Company acquired all the issued and outstanding common shares of EGGL (the “EGGL Shares ”) in exchange for its common shares (“ Company Shares ”) on the basis of one Company Share for each EGGL Share then issued and outstanding, as a result of which the amalgamated company formed from the amalgamation of EGGL and Subco became a wholly-owned subsidiary of the Company and adopted the name “EnviroGold Private Limited” (the “ RTO Transaction ”). The Amalgamation also provides that all outstanding options, restricted share units and warrants to purchase EGGL Shares remain outstanding and now entitle the holders thereof to acquire equivalent securities of the Company in lieu of securities of EGGL on the same terms and conditions.
As a result of the RTO Transaction, the Company has 160,621,633 common shares outstanding, and has reserved common shares for issuance of up to (i) 1,794,200 upon exercise of finder warrants; and (iii) 14,683,252 upon exercise of stock options.
Effective July 16, 2021, the Company Shares began trading on the Canadian Securities Exchange under the symbol “NVRO”.
Item 4 Effective Date of Transaction
The RTO Transaction was completed on July 14, 2021.
Item 5 Names of Each Party, if any, that Ceased to be an Issuer Subsequent to the Transaction and of each Continuing Entity
The Company continued as a reporting issuer after the RTO Transaction under the name EnviroGold Global Limited.
Item 6 Date of the Issuer’s First Financial Year-End Subsequent to the Transaction The first financial year-end of the Company following the RTO Transaction is December 31, 2021.
Item 7 Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Issuer's First Financial Year Subsequent to the Transaction
The length and ending dates of the periods, including comparative periods, of the interim and annual financial statements to be filed for the transition year of the Company and its first financial year and the respective filing deadlines are as follows:
| Period and Ending Date | Comparative Periodand Ending Dates | Filing Deadline |
|---|---|---|
| Interim financial statements for the6 months ended June 30, 2021 | 6 months ended June30, 2020 | August 31, 2021 |
| Interim financial statements for the9 months ended September 30,2021 | 9monthsendedSeptember 30, 2020 | November30,2021 |
| Annual financial statements for theperiod ended December 31, 2021 | 12monthsendedDecember 31, 2020 | April 31, 2022 |
| Interim financial statements for the3 months ended March 31, 2022 | 3 months ended March31, 2021 | May 31, 2022 |
| Interim financial statements for the6 months ended June 30, 2022 | 6 months ended June30, 2021 | August 31, 2022 |
| Interim financial statements for the9 months ended September 30,2022 | 9monthsendedSeptember 30, 2021 | November30,2022 |
| Annual financial statements for theperiod ended December 31, 2022 | 12monthsendedDecember 31, 2021 | April 31, 2023 |
Item 8 Documents filed under NI 51-102 that described the transaction
The following documents have been filed on the Company’s SEDAR profile:
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Business Combination Agreement dated March 26, 2021.
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First Amending Agreement dated April 15, 2021.
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Press releases dated April 15, 2021 and July 15, 2021
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• Listing Statement dated July 14, 2021.
Dated: July 23, 2021
ENVIROGOLD GLOBAL LIMITED
Per: "Mark Thorpe" Name: Dr. Mark Thorpe Title: Chief Executive Officer and Director