Vancouver, British Columbia–(Newsfile Corp. – November 17, 2023) – OOOOO Entertainment Commerce Limited (TSXV: OOOO) (OTCQB: OOOOF) (the “Pursue” or “OOOOO“) announces a non-brokered private placement with the Company’s Chief Executive Officer (“CEO“), Samuel Jones to raise $200,000 (the “Offer“) for the Company’s general working capital needs. Except for less than 12% of the gross proceeds from the Offering to be used for accrued and projected management consulting fees for the Chief Financial Officer during the next 6 months, no proceeds from the Offering will be used to cover the Offering for payments to non-arm’s length parties of the Company, nor for payments to persons conducting investor relations activities. The only major category of expenses payable that represents 10% or more of gross proceeds relates to the Company’s audit costs.
The Company plans to raise the $200,000 through the sale of 20 million subordinate voting common shares (“Shares“) to its CEO at a price of $0.01 per share. The offer has been approved by the Company’s independent directors. The shares are subject to a hold period prohibiting resale for four months and one day from the date of completion of the The terms of the Offer are subject to the approval of the TSXV. Additionally, because the CEO is also the “Control Person” of the Company, any proposed resale of the Shares will be subject to the additional resale requirements of applicable securities laws for any distribution from the holdings of a Control Person.
Mr. Jones will acquire 20,000,000 subordinate voting shares of the Company as part of the offering. Prior to the Offer, Mr. Jones held 17,332,771 shares of the Company with multiple voting rights, each such share conferring the right to five (5) votes at any general meeting of shareholders, representing 21.11% of the total number of shares issued and outstanding 57, 23% of the total voting rights are associated with all issued and outstanding shares of the company. Upon completion of the Offering, Mr. Jones will hold 20,000,000 subordinate voting shares and 17,332,771 multiple voting shares of the Company, representing 36.57% of the total number of issued and outstanding shares and 62.22% of the total associated voting rights all issued and outstanding shares of the company. The shares are purchased by Mr. Jones for long-term investment purposes. Mr. Jones may purchase additional securities of OOOOO, including in the open market or through private acquisitions, or sell securities of OOOOO in accordance with applicable securities laws, including in the open market or through private dispositions, in the future, depending on market conditions plans and/or such other factors as Mr Jones may deem relevant from time to time.
According to Multilateral Instrument 61-101 Protection of minority shareholders in special transactions (“MI 61-101“), Mr. Jones’ acquisition of the Shares constitutes a “related party transaction.” The Company has determined that the Offer is exempt from the formal valuation requirement of MI 61-101 pursuant to the exemptions contained in Section 5.5(a) and 5.5(b) of MI 61-101. The Company has also determined that the Offer is exempt from the minority shareholder approval requirement pursuant to MI 61-101 pursuant to Section 5.7(1)(a) of MI 61-101. Neither the fair market value of the securities issued to Mr. Jones nor the consideration paid by Mr. Jones will exceed 25 percent of the Company’s market capitalization based on its total issued share capital and the Company’s subordinate voting shares are not listed on any particular stock market under MI 61- 101.
about the company
Founded by Sam Jones and Eric Zhang, OOOOO operates a technology platform that enables retailers, brands and entrepreneurs to deliver product-based content directly to consumers via live, interactive, shoppable videos.
For further information, please see the Company’s public filings available on SEDAR (www.sedar.com) under the company’s profile or visit the company’s website at www.OOOOO.com.
ON BEHALF OF THE BOARD OF DIRECTORS
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