(TheNewswire)
Calgary, Canada - TheNewswire - September 14, 2021 - DeepMarkit Corp. ,(“ DeepMarkit ” or the “ Company ”)( TSXV:MKT ) (OTC:MKTDF) is pleased to announce that it has entered into an agreement toconvert the Company’s $2 million of 12% Secured ParticipatingDebentures (the “Debentures”) (plus accrued interest ofapproximately $700,000) at a conversion price of $0.205 per shareresulting in the issuance of approximately 13,170,731 shares (the“Debt Conversion”). All of the Debentures are held by 1323552 BCLtd., a private company controlled by Ranjeet Sundher, a director andfounder of the Company. The Company has also reached an agreement toconvert approximately $40,000 of debt owed personally to Mr. Sundherat the same conversion price resulting in an additional 195,121 sharesto be issued.
The Debentures were originally issued by the Company onJuly 15, 2016 and matured on July 14, 2020. Interest under theDebentures has not been paid since March 31, 2019. The Debenturesprovide a fixed and floating charge over all of the assets of theCompany. 1323552 BC Ltd. completed the acquisition of all of theDebentures of the Company through multiple purchase agreements withthe previous holders on September 14, 2021.
The Debt Conversion constitutes a related-partytransaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions ("MI 61-101") andPolicy 5.9 of the TSX Venture Exchange (the "Exchange"), andthe issuance of shares pursuant to the Debt Conversion would create anew control person of the Company. Accordingly, the conversion of theDebentures and the creation of the new control person requireregulatory and minority shareholder approval, as well as approval fromthe Exchange. For this purpose, the Company has scheduled an AnnualGeneral and Special Meeting of Shareholders for October 29, 2021 (the“Meeting”). The Company has set the Record Date for the meeting asSeptember 29, 2021. The Company intends to rely upon the exemptionto the formal valuation requirement under Section 5.5(b) of MI 61-101for the Debt Conversion ( Issuer not Listed on Specified Markets ).
At the Meeting, shareholders will be asked to considerand, if thought fit, approve the regular items of business being theelection of directors, appointment of auditors and the approval of theCompany's stock option plan, as well as the conversion of theDebentures and the creation of a new control person. It is expectedthat the Debt Conversion will be completed directly following theMeeting if the resolutions relating to the Debt Conversion areapproved by shareholders. The common shares issued pursuant to theDebt Conversion will be subject to a four month hold period requiredunder applicable securities laws and the policies of theExchange.
Private Placement
DeepMarkit also announces a non-brokered privateplacement of $750,000 (the “Private Placement”). Under the PrivatePlacement, which is subject to acceptance by the Exchange, DeepMarkitintends to issue, pursuant to applicable exemptions from prospectusrequirements of Canadian securities laws, 3,658,537 Units (the “Units”) at aprice of CAD $0.205 per Unit. Each Unit comprises one common share andone common share purchase warrant (each a “Warrant”). Each Warrantentitles the holder to purchase one additional common share ofDeepMarkit at an exercise price of CAD $0.75 for a period of two (2)years from the date of issuance of the Units.
DeepMarkit may pay a finder’s fee of up to 7% in cashto eligible finders in connection with the issue and sale of any orall of the Units under the Private Placement. The net proceeds fromthe Private Placement will be used to fund continued businessoperations of DeepMarkit and for the Company’s continued search fornew business opportunities. Insiders of the Company may participatefor up to 25% of the total offering. Common shares issued pursuantto the Private Placement will be subject to a four month hold periodrequired under applicable securities laws.
The Private Placement is not conditional on completionof the Debt Conversion, and the Debt Conversion is not conditionalupon completion of the Private Placement.
AboutDeepMarkit
DeepMarkit is a technology company focused on creating new tools andtechnologies to aid businesses in sales development and increasingprofitability.
DeepMarkit’s Common Shares are listed on the TSX Venture Exchange,symbol MKT.
For more information, please contact:
President & CEO
Darold H. Parken
Tel: 403-537-0067
Email: dparken@deepmarkit.com
Neither the TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX VentureExchange) accepts responsibility for the adequacy or accuracy of thisnews release.
CAUTIONARYSTATEMENT
Statements in this press release may containforward-looking information. Any statements that are contained in thispress release that are not statements of historical fact may be deemedto be forward-looking statements. The reader is cautioned thatassumptions used in the preparation of any forward-looking informationmay prove to be incorrect. Events or circumstances may cause actualresults to differ materially from those predicted, as a result ofnumerous known and unknown risks, uncertainties, and other factors,many of which are beyond the control of DeepMarkit. Factors that couldcause the actual results to differ materially from those inforward-looking statements include, but are not limited to, failure toobtain necessary shareholder and regulatory approvals required for theDebenture conversion, the creation of a new control person and theproposed private placement. The reader is cautioned not to place unduereliance on any forward-looking information.
The forward-looking statements contained in thispress release are made as of the date of this press release andDeepMarkit does not undertake any obligation to update publicly or torevise any of the included forward-looking statements, whether as aresult of new information, future events or otherwise, except asrequired by securities law.
Copyright (c) 2021 TheNewswire - All rights reserved.