Form 9 - Notice of Issuance (Shares for Debt)
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES (or securities convertible or exchangeable into listed securities1)
Name of Listed Issuer: Symbol(s):
Cameo Industries Corp. (the “Issuer”). CRU
Date: July 20, 2020 Is this an updating or amending Notice: �Yes x No
If yes provide date(s) of prior Notices: N/A.
Issued and Outstanding Securities of Issuer Prior to Issuance: 19,834,265
Pricing
Date of news release announcing proposed issuance: July 20, 2020 or
Date of confidential request for price protection: N/A
Closing Market Price on Day Preceding the news release: 0.20 or
Day preceding request for price protection: N/A
Closing
Number of securities to be issued: 527,500 Issued and outstanding securities following issuance: 20,361,765
Instructions:
1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2. Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.
3. Complete Table 1B – Related Persons only for Related Persons
4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction
6. Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to [email protected] with an appendix that includes the information in Table 1B for ALL placees.
Part 1. Private Placement
Table 1A – Summary
| Each jurisdiction in which purchasers reside | Number of Purchasers | Price per Security | Total dollar value (CDN$) raised in the jurisdiction |
|---|---|---|---|
| British Columbia | 2 | $0.20 | $78,000 |
| New Brunswick | 1 | $0.20 | $27,500 |
| Total number of purchasers: | 3 | ||
| Total dollar value of distribution in all jurisdictions: | $105,500 |
Table 1B – Related Persons
| Full Name &Municipali ty of Residence of Placee | Number of Securities Purchased or to be Purchased | Purchase price per Security (CDN$) | Conversion Price (if Applicable) (CDN$) | Prospectus Exemption | TotalSecurities Previously Owned, Controlled or Directed | Payment Date(1) | Describe relations -hip to Issuer (2) |
|---|---|---|---|---|---|---|---|
| Creditor 1, Vancouver, BC | 225,000 | 0.20 | N/A | NI 45-106 2.14 [Securities for debt] | 0 | July 20, 2020 | Arm’s length |
| Peter Nguyen, Vancouver, BC | 165,000 | 0.20 | N/A | NI 45-106 2.14 [Securities for debt] | 0 | July 20, 2020 | Insider |
| Paul Teniere Rothesay, NB | 137,500 | 0.20 | N/A | NI 45-106 2.14 [Securities for debt] | 0 | July 20, 2020 | Insider |
1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.
1. Total amount of funds to be raised: $105,500.
2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material.
Settlement of debt to certain creditors, including certain of its directors and officers of the Company for past consulting and other services.
3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer:
| Name and Address of Related Persons | Amount of Debt Owing by the Company ($) | Number of Shares to be Issued |
|---|---|---|
| Peter Nguyen, CFO & Director 2725 Grant Street, Vancouver, British Columbia V5K 3H1 | CAD$33,000 | 165,000 common shares |
| Paul Teniere, CEO & Director 1 Linden Cres, Rothesay, New Brunswick E2E 5R8 | CAD$27,500 | 137,500 common shares |
| TOTAL | CAD$60,500 | 302,500 common shares |
4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.
N/A
5. Description of securities to be issued:
(a) Class Common Shares.
(b) Number 527,500.
(c) Price per security $0.20.
(d) Voting rights One voting right per common share.
6. Provide the following information if warrants, (options) or other convertible securities are to be issued:
N/A
(a) Number .
(b) Number of securities eligible to be purchased on exercise of warrants (or options)
.
(c) Exercise price .
(d) Expiry date .
7. Provide the following information if debt securities are to be issued:
N/A
| (a) | Aggregate principal amount | . |
| (b) | Maturity date | . |
| (c) | Interest rate | . |
| (d) | Conversion terms | . |
| (e) | Default provisions | . |
8. Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
N/A
(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): .
| (b) | Cash | . |
| (c) | Securities | . |
| (d) | Other | . |
| (e) | Expiry date of any options, warrants etc. | . |
| (f) | Exercise price of any options, warrants etc. | . |
9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship.
N/A.
10. Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
N/A.
11. State whether the private placement will result in a change of control.
N/A.
12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders.
N/A.
13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
The Issuer confirms that e ach purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
Part 2. Acquisition – N/A
Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
3. the Issuer has obtained the express written consent of each applicable individual to:
(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time
4. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).
5. All of the information in this Form 9 Notice of Issuance of Securities is true.
Dated July 20, 2020.
Peter Nguyen Name of Director or Senior Officer
“Peter Nguyen”
Signature
CFO & Director Official Capacity