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Odd Burger Regulatory Filings 2021

Apr 14, 2021

47344_rns_2021-04-14_977bf3f4-9315-4054-b026-48fe2a015675.pdf

Regulatory Filings

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NOTICE OF CHANGE OF CORPORATE STRUCTURE

(PURSUANT TO SECTION 4.9 OF

NATIONAL INSTRUMENT 51-102 - CONTINUOUS DISCLOSURE OBLIGATIONS)

Globally Local Technologies Inc.

(formerly Black Lion Capital Corp.)

  1. Names of the parties to the transaction:

Globally Local Technologies Inc. (the “Corporation”); and

2204901 Ontario Inc. (“2204901 Ontario”).

  1. Description of the transaction:

The Transaction

The Corporation completed the previously announced acquisition of all of the issued and outstanding common shares of 2204901 Ontario pursuant to the terms and conditions of an amalgamation agreement dated March 8, 2021 (the “Transaction”). The Transaction was structured as a three-cornered amalgamation pursuant to which 2204901 Ontario amalgamated with a wholly-owned subsidiary of the Corporation, with the amalgamated entity becoming a wholly-owned subsidiary of the Corporation. On closing, each common share of 2204901 Ontario was exchanged for one post-consolidation common share of the Corporation (each, a “Common Share”). The Transaction constitutes the Qualifying Transaction of the Corporation pursuant to the policies of the TSX Venture Exchange (“TSXV”). 2204901 Ontario is the reverse takeover acquirer for the purposes of National Instrument 51-102 - Continuous Disclosure Obligations.

Share Consolidation and Name Change

Immediately prior to the completion of the Transaction, the Corporation implemented a consolidation of its pre-consolidation Common Shares on the basis of one post-consolidation Common Share for every 2.5 pre-consolidation Common Shares (1:2.5). Immediately after giving effect to the consolidation, but before giving effect to the Transaction, the Corporation had 4,661,318 Common Shares issued and outstanding. As a result of the Transaction, the outstanding capital of the Corporation now consists of 81,973,818 Common Shares.

The Corporation also changed its name from Black Lion Capital Corp. to Globally Local Technologies Inc.

The Common Shares are expected to resume trading on the TSX Venture Exchange (the “TSXV”) under the symbol “GBLY” effective the commencement of trading on, or about, April 16, 2021.

  1. Effective date of the transaction:

April 13, 2021.

  1. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:

Not applicable.

  • 2 -
  1. Date of the reporting issuer’s first financial year-end subsequent to the transaction:

September 30, 2021

  1. The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction:

The Corporation will file audited consolidated annual financial statements for the year ended September 30, 2021 (reverse takeover acquiror) with comparative consolidated annual financial statements for the year ended September 30, 2020.

The Corporation will file the 2204901 Ontario interim consolidated financial statements for the 3 and 6 month periods ended March 31, 2021 and 2020 prior to May 30, 2021.

The Corporation will file consolidated interim financial statements for the 3 and 6 month periods ended June 30, 2021 and 2020 prior to August 29, 2021.

  1. Documents filed under National Instrument 51-102 that described the transaction:

The transaction is described in further detail in the filing statement dated as of March 19, 2021, which has been filed under the Corporation’s profile on SEDAR at www.sedar.com.

Dated: April 14, 2021.