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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:

  • Business Combination Agreement dated March 26, 2021.

  • First Amending Agreement dated April 15, 2021.

  • Press releases dated April 15, 2021 and July 15, 2021

  • • 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