(TheNewswire)
Toronto – TheNewswire - JUNE 8, 2022 – Flexwork Properties Ltd. (formerly Reliant Gold Corp. - CSE: RNG) ("Flexwork" or the "Corporation") (CNSX:RNG.CN) is pleased to announce that, further to its news releases dated February 11, 2021 and March 16, 2021, the common shares of the amalgamated entity (the “Resulting Issuer”) arising from the proposed amalgamation between Flexwork and Blockchain Venture Capital Inc. ("BVCI"), have been conditionally approved for listing on the Canadian Securities Exchange (the "CSE" or the "Exchange").
PROPOSED RTO BETWEEN FLEXWORK AND BVCI
As was previously announced in the Corporation’s news release dated March 16, 2021, Flexwork and BVCI entered into a definitive amalgamation agreement dated March 15, 2021 to complete an amalgamation transaction pursuant to Section 174 of the Ontario Business Corporations Act (the "OBCA"), which, if completed, constitutes a reverse takeover of Flexwork by BVCI (“RTO”), and a fundamental change to Flexwork. Such agreement was subsequently amended on June 1, 2021 and March 2, 2022 (such definitive amalgamation agreement, as amended, the “Definitive Agreement”). The Definitive Agreement was negotiated at arm’s length. A copy of the Definitive Agreement is available on www.sedar.com.
Subject to completion of the RTO, the Resulting Issuer will hold all of BVCI’s assets and continue to carry on the business of BVCI under the name of "Blockchain Venture Capital Inc.” In addition, if completed, it is anticipated that the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) will be listed on the CSE and trade under the ticker symbol “BVCI”.
CONDITIONS OF LISTING ON THE CSE
Final approval for listing of the Resulting Issuer Shares is subject to certain customary conditions required by the CSE, including completion of the RTO and the BVCI Private Placement (as further described below), and submission of all outstanding CSE application documentation and payment of applicable fees to the CSE pursuant to its policies.
In addition, the completion of the RTO remains subject to satisfaction of customary closing conditions, including, but not limited to, closing conditions customary to transactions of the nature of the RTO, requisite approval by each of BVCI and Flexwork’s respective shareholders, the Consolidation of issued and outstanding Flexwork common shares (as described below), and approvals of all regulatory bodies having jurisdiction in connection with the RTO, including the delisting of Flexwork from the CSE to list the Resulting Issuer Shares.
There can be no assurance that the RTO will be completed as proposed or at all, or that the CSE will grant its final approval for the listing of the Resulting Issuer Shares on the Exchange.
BVCI PRIVATE PLACEMENT
As a condition of listing, and prior to the completion of the proposed RTO, BVCI intends to carry out a private placement financing of a minimum of 1,428,571 and a maximum of 2,000,000 units at a price of $1.75 per unit to raise minimum aggregate proceeds of $2,500,000 and maximum aggregate proceeds of $3,500,000, with each such unit being comprised of a common share in the capital of BVCI (a “BVCI Common Share”) and a BVCI Common Share purchase warrant with an exercise price of $2.00 per BVCI Common Share exercisable within two years of the closing of such offering (a “Unit”) (the "BVCI Private Placement"). It is anticipated that a finder’s fee of up to 7% of gross proceeds from the sale of Units will be paid to an arm’s length third-party in connection with the BVCI Private Placement. The nature and size of the BVCI Private Placement has been changed from the initially proposed private placement of BVCI disclosed in Flexwork’s March 16, 2021 news release.
In addition, and concurrently with the BVCI Private Placement, BVCI intends to carry out a second private placement financing of up to a maximum of 500,000 BVCI Common Shares at a price of $2.00 per share to raise aggregate proceeds of $1,000,000 (the “Concurrent BVCI Private Placement”). Any securities issued pursuant to the proposed BVCI Private Placement and Concurrent BVCI Private Placement will be subject to the applicable re-sale restrictions.
SHAREHOLDER APPROVAL
The completion of the RTO is subject to the approval of the shareholders of each of Flexwork and BVCI, respectively. It is expected that BVCI will hold a meeting of its shareholders to approve the proposed RTO as soon as reasonably possible. Similarly, Flexwork has scheduled a virtual Special Meeting of its Shareholders on July 14, 2022 (the “Special Meeting”).
In connection with the Special Meeting, registered shareholders of record of Flexwork will be mailed Flexwork’s proxy-related materials, and be given an opportunity to vote on and approve the proposed RTO, and other related matters. Such materials include Flexwork’s information circular (the “Circular”), which will incorporate a DRAFT copy of BVCI’s Listing Statement (prepared in accordance with CSE Form 2A). The Circular will also be available on www.sedar.com.
SHARE CONSOLIDATION
In connection with the RTO, shareholders of Flexwork will be asked to approve a proposed consolidation of the issued and outstanding common shares of Flexwork (the "Consolidation") such that 95% of the Resulting Issuer Shares are allocated to the shareholders of BVCI, including the shareholders that are expected to participate in the proposed BVCI Private Placement and BVCI Concurrent Private Placement, and the remaining 5% allocated to the current shareholders of Flexwork. To achieve such allocation, the proposed Consolidation ratio of Flexwork’s issued and outstanding Common Shares is expected to be between 18 and 20 (or 1 post-Consolidation Flexwork common share for between 18 and 20 pre-Consolidation Flexwork common shares). The actual consolidation ratio applied to the proposed Consolidation are subject to change based on the actual number of BVCI Common Shares issued pursuant to the BVCI Private Placement and the BVCI Concurrent Private Placement.
Similarly, in connection with the RTO, all outstanding options to acquire Flexwork common shares will be equitably adjusted based on the proposed Consolidation ratio, and the obligations in respect thereof assumed, on a post-consolidation basis, by the Resulting Issuer. As of the date hereof, there are 550,000 outstanding options to acquire common shares of Flexwork, with each option exercisable at $0.05 per share until September 1, 2022.
Subject to the actual number of common shares issued in connection with the BVCI Private Placement and Concurrent BVCI Private Placement, and upon and subject to the completion of the RTO, including the Consolidation, the allocation of the Resulting Issuer Shares, on an undiluted basis, is expected to be as follows:
|
Number of Resulting Issuer Shares(1) |
Percentage Allocation of Resulting Issuer Shares |
|
|
BVCI Shareholders |
25,759,878 |
95% |
|
Flexwork Shareholders |
1,355,817 |
5% |
|
TOTAL |
27,115,694 |
100% |
Note (1): Numbers assume the maximum number of BVCI Common Shares are sold under the BVCI Private Placement and BVCI Concurrent Private Placement.
ABOUT BVCI
BVCI is a provider of an innovative technology infrastructure to participants in the emerging blockchain and distributed ledger technology industry. Instrumental to BVCI’s business and growth strategy is BVC Chain, a proprietary blockchain platform and distributed ledger technology which serves as a platform and infrastructure for a payment application as well as the potential future development of a multitude of blockchain platform-based solutions, products and services. Collectively, BVCI believes that the BVC Chain and its payment platform strategically position BVCI to capture the full value chain resulting from the transitioning of data and other financial assets to a blockchain platform and ledger, and the new paradigm of conducting business that utilize such technologies.
BVCI is an Ontario incorporated company, and is registered as a money service business with the Financial Transaction and Reports Analysis Centre of Canada (FINTRAC). BVCI has also filed an application for registration with the Ontario Securities Commission (the "OSC") in the category of a Restricted Dealer, which application for registration is subject to approval of the OSC. Subject to such registration, BVCI intends to conduct certain aspects of its stated business in the emerging blockchain and ledger technology industry which require registration as a Restricted Dealer in reliance on the exemption from dealer registration set forth under section 8.5 of National Instrument – NI 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. Reliance on such exemption is subject to satisfaction of applicable conditions, of which there is no certainty can be satisfied.
As of the date hereof, the share capital of BVCI is comprised of 23,259,878 common shares; 620,000 options, with each option exercisable at $0.53 per share until October 1, 2025; and 100,000 warrants, with each warrant exercisable at $1.50 per share until November 16, 2026.
Additional information on BVCI is available on www.sedar.com.
PROPOSED DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER
Subject to successful completion of the proposed RTO, the current directors and officers of Flexwork will resign, and BVCI’s directors and officers will be appointed to their respective office with the Resulting Issuer. The following is a brief description of the background of the proposed directors and officers of the Resulting Issuer.
Richard Zhou: President, Chief Executive Officer, Director
Mr. Zhou has 20 years of industry experience in information technology, Internet, IoT and Energy, having held positions at EMC, Siemens, and Apotex. Mr. Zhou is also currently the President of Green Panda Capital Corp. (TSX-V:GPCC.p) in Toronto, Canada and acts as an advisor to multiple Fortune 500 and Nasdaq-listed companies. He currently serves as the Co-Chair of the Canada-China IoT and Blockchain Research Institute. Formerly, Mr. Zhou served as an Independent Director on the board of Internet of Things Inc. (TSX-V: ITT), served part time assisting with community outreach at the Legislative Assembly of Ontario, was President of the Canada Evergreen Association, and was the Founding Director of the Chinese Cabinet of the Toronto Sick Kids Foundation.
Steven Olsthoorn: Chief Financial Officer, Corporate Secretary and Director
Mr. Olsthoorn is a Partner at DNTW Toronto LLP specializing in audit, accounting, and tax. He leads the assurance department at DNTW as an auditor of public companies and registered securities dealers. Mr. Olsthoorn also provides income tax advice to individuals and corporations, particularly owner-managed and small to medium sized businesses. He graduated from Wilfrid Laurier University in 2008 and became a Chartered Accountant in 2011.
Monika Cywinska: Independent Director
Ms. Cywinska is a Chartered Professional Accountant and Chartered Accountant. Following a distinguished tenure with one of the largest accounting firms in Canada in public accounting, Ms. Cywinska co-founded a financial services regulatory compliance consultancy called The AML Shop, for which she now serves as the Chief Operating Officer. Her client base includes federally regulated financial institutions, multi-national money services businesses, and cryptocurrency companies across North America. Ms. Cywinska graduated from the University of Toronto, Rotman School of Management, with a Bachelor of Commerce degree.
Yongbiao (Winfield) Ding: Independent Director
Mr. Ding has been the CFO and director for a number of public companies in Canada and in the U.S. He is a seasoned senior finance executive with over 20 years of finance and operations experience. A former audit manager and currently a self-practitioner, he has worked in audit, taxation and advisory across a wide range of industries with a focus on public issuers financial reporting and advising Asian investors doing business in Canada. He was the CFO of TWX Group Holding Limited (CSE: TWX) between April 2016 to January 2020, he has been an Independent Director and Audit Committee Chairman of CF Energy Corp. (TSXV:CFY) since March 10, 2015, has been the Chief Financial Officer of Sparton Resources Inc. (TSX-V: SRI) since June of 2011, has been a director and CFO of Gravitas 34 Financial Inc. (CSE: GFI) since April 15, 2019 and has been a director of Green Panda Capital Corp. (TSX-V: GPCC) since February 2019.
Justin Poy: Independent Director
Mr. Poy is the Founder and Creative Director of The Justin Poy Agency (est. July 1993), a full service award-winning creative and strategic ad agency based in Toronto, Canada. He is also the President and CEO of Dealer AIBot Ltd., the developers of NEIL (Natural Enhanced Integrated Learning), an AI-based digital concierge for automotive dealerships. Mr. Poy has received the Queen’s Gold and Diamond Jubilee Medals and has been recognized by Ryerson University and The Toronto French School as Alumni of Distinction. He is also the recipient of the Chinese Canadian Legend Award and Campbell’s Entrepreneurship Leadership Award, sponsored by the Association of Chinese Canadian Entrepreneurs. Justin currently sits on the Board of the SickKids Foundation, among many others and is a recipient of University of Toronto’s Arbor Award.
FURTHER INFORMATION
Flexwork will issue further details regarding the above matters by way of subsequent news releases, if and when new material information becomes available.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release nor have they approved nor disapproved the content thereof.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Flexwork Properties Ltd. (Formerly “Reliant Gold Corp.”) (the “Corporation”) or the industry in which it operates to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current expectations of the management of the Corporation with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in the Corporation’s prospectus and in other continuous disclosure documents that are filed by the Corporation from time to time with the Ontario, Alberta or British Columbia Securities Commissions which are available at www.sedar.com and to which readers of this press release are referred for additional information concerning the Corporation, its prospects and the risks and uncertainties relating to the Corporation and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of the Corporation to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent and investors should not place undue reliance on forward-looking statements as a prediction of actual results.
The forward-looking information contained in this press release is current only as of the date hereof. The Corporation does not undertake or assume any obligation, except as required by law, to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
No securities commission or regulatory authority has approved or disapproved the contents of this press release.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
CONTACT INFORMATION
Kabir Ahmed
Chairman, President, CEO and Director
Flexwork Properties Ltd. (Formerly “Reliant Gold Corp.”)
Email: kahmed@richmondcapital.ca
Tel: (416) 820-4107
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