AI assistant
Secure Blockchain Development Corp. — Capital/Financing Update 2020
Mar 13, 2020
44561_rns_2020-03-13_e4a5616e-9bd1-4253-b3f9-52d69053d806.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Identillect Technologies Corp. 1600 - 609 Granville Street Vancouver, BC V7Y 1C3
Item 2 Date of Material Change
March 5, 2020
Item 3 News Release
A news release announcing the material change referred to in this report was disseminated on March 5, 2020 and subsequently filed on SEDAR at www.sedar.com.
Item 4 Summary of Material Change
On March 5, 2020, Identillect Technologies Corp. (“ Identillect ” or the “ Company ”) announced that it had completed a non-brokered private placement (the “ Placement ”) of 50,000,000 common shares (the “ Shares ”) at a price of $0.01 per Share, for aggregate gross proceeds of $500,000.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
On March 5, 2020, the Company announced that it had completed a Placement of 50,000,000 common shares at a price of $0.01 per Share, for aggregate gross proceeds of $500,000.
The Shares issued in connection with the Placement are subject to a hold period expiring July 6, 2020.
Certain Associates (as defined under the policies of the TSX Venture Exchange) of the Company purchased a total of 15,000,000 common shares under the Placement. These subscriptions constituted “related party transactions” with the Company under such policies.
The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of related party participation in the Placement on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the subscriptions for the Shares by such persons exceeded 25% of the Company’s “market capitalization” (as calculated for the purposes of MI 61-101). This material
- 2 -
change report is not being filed more than 21 days prior to the closing of the Placement as the details of the participation of such persons had not been confirmed at that time.
Finder’s fees of $9,000 and 900,000 warrants, exercisable at $0.05 per Share for a period of one year were paid in connection with the Placement.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7
Omitted Information
No significant facts have been omitted from this report.
Item 8 Executive Officer
Robert Chisholm, Chief Financial Officer
Telephone: 778 331-4309
Item 9 Date of Report
March 13, 2020