IC Capitalight completes change of business transaction, concurrent financing and listing transfer
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‐ 2 ‐
Debenture Acquisition
In addition, as part of the Transaction, the Company completed the acquisition of the Debentures in the
aggregate principal amount of $2,097,000, as to $1,347,000 of t he Debentures (the “ First Debentures”)
from Bluespring, a company owned and controlled by Brian Bosse, a d i r e c t o r a n d o f f i c e r o f t h e
Company, and as to $750,000 of the Debentures (the “ Second Debentures”) from an arm’s length party.
The Debentures are governed by a Trust Indenture dated December 28, 2006, as amended
(the “Debenture Indenture”), between SIGL and Computershare Trust Company of Canada, a copy of
which is available under SIGL’s profile on SEDAR at www.sedar.com. The Debentures pay 7.5% interest
per annum, payable in cash quarterly and mature in December, 20 21 (the “Maturity Date”). The
Company estimates that the Debentures will generate approximate ly $160,000 of revenue from interest
payments in the twelve months following the acquisition of the Debentures by the Company.
Pursuant to the terms of the debenture purchase agreement dated December 20, 2018 among the
Company, Bluespring and Mr. Bosse (together, the “ Vendors”), the Company purchased from the
Vendors: (i) the First Debentures, which First Debentures are g overned by the Debenture Indenture and
represent approximately 11.23% of the issued and outstanding Debentures of SIGL; (ii) 112,810 common
shares of SIGL (each, a “SIGL Share”), which SIGL Shares represent approximately 0.5% of the issue d and
outstanding SIGL Shares; and (iii) an exclusive license to use and benefit from certain licensed materials
relating to the Debentures and SIGL developed, acquired or othe rwise obtained by the Vendors
(the “Licensed Materials” ) u n t i l D e c e m b e r 3 1 , 2 0 2 1 . A s c o n s i d e r a t i o n f o r t h e F i r s t D e b entures, SIGL
Shares and the Licensed Materials, the Company issued an aggreg ate of 19,790,000 Shares to Bluespring
at a deemed price of $0.06 per Share in respect of: (i) $942,90 0 in consideration for the First Debentures
held by Bluespring through the issuance of 15,715,000 Shares at $0.06 per Share; (ii) the reimbursement
of Bluespring’s expenses in connection with the Transaction, which expenses were estimated to be
$40,000 as at December 31, 2018, through the issuance of 666,66 7 Shares; (iii) the payment of $200,000
for the Licensed Materials through the issuance of 3,333,333 Sh ares at $0.06 per Share; and (iv) $4,500
for the acquisition of the SIGL Shares through the issuance of 75,000 Shares at $0.06 per Share.
Pursuant to the terms of the debenture purchase agreement dated December 20, 2018 between the
Company and the arm’s length party, the Company purchased from the arm’s length party the Second
Debentures, which Second Debentures are governed by the Debentu re Indenture and represent 6.25%
of the issued and outstanding Debentures of SIGL. As consideration for the Second Debentures, the
Company agreed to pay $850,000, which is less than the redempti on value of the Second Debentures.
To date, the Company has issued 8,437,500 Shares at a deemed pr ice of $0.06 per Share. The balance of
the consideration will be payable in cash and/or Shares on or before the Maturity Date.
Collectively, the Debentures represent an aggregate of 17.48% o f the total Debentures of SIGL currently
issued and outstanding and approximately 0.5% of the issued and outstanding SIGL Shares.
SIGL is an un‐listed reporting issuer in Alberta, British Colum bia Manitoba, Newfoundland, New
Brunswick, Nova Scotia, North West Territories, Ontario, Prince Edward Island, Saskatchewan, the Yukon
and Nunavut, which, through its wholly‐owned subsidiary Stone Asset Management Limited (“SAM”),
provides wealth management services primarily through the management and distribution of mutual
funds known as “Stone Mutual Funds”. SAM is the registered investment fund manager for the Stone
Mutual Funds and a registered investment counsel and portfolio advisor. SIGL and SAM earn revenue
through the provision of management and administrative services to the Stone Mutual Funds, which are
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open‐ended mutual funds, and to the various investment products offered under the SIGL brand. See
SIGL’s profile on SEDAR at www.sedar.com for more information.
The Resulting Issuer
The completion of the Transaction constituted a “fundamental ch ange” for the Company under Policy 8
of the Canadian Securities Exchange (the “Exchange”) “Fundamental Changes & Changes of Business”
and, upon issuance of the final Exchange bulletin confirming co mpletion of the Transaction, the
Company’s Shares will commence trading on the Exchange as an investment issuer under the symbol
“IC” effective at the opening of market on Thursday, October 3, 2019. Effective close of business on
Tuesday, October 1, 2019, the Shares were delisted from trading on the TSX Venture Exchange (“ TSXV”)
at the request of the Company.
The Company will operate as a merchant bank with initial assets consisting of Murenbeeld, the
Debentures and two remaining mineral exploration properties (th e “Legacy Properties”) for its former
business as a mineral exploration issuer. The Company intends to hold its interest in both its Legacy
Properties while simultaneously performing work to update the e xploration data and then seek
opportunities to realize maximum value of such properties for the Company. The Company will also
continue to pursue investment opportunities in accordance with its investment policies.
For more information regarding th e Transaction, please see the Company’s news releases filed on
SEDAR dated January 4, 2019, February 5, 2019, April 3, 2019, May 8, 2019, and May 17, 2019.
Name Change, Share Consolidation and Shareholders’ Rights Plan
Immediately prior to the closing the Transaction (the “ Closing”), the Company changed its name from
“International Corona Capital Corp.” to “IC Capitalight Corp.”, c o m p l e t e d a c o n s o l i d a t i o n
(the “Consolidation” ) o f i t s i s s u e d a n d o u t s t a n d i n g c o m m o n s h a r e s o n t h e b a s i s o f two pre‐
c o n s o l i d a t i o n s h a r e s f o r o n e p o st‐consolidation share (each post‐consolidation share, a “Share”) and
adopted a shareholders’ rights plan (the “Shareholders’ Rights Plan”). The Shareholders’ Rights Plan was
approved by the shareholders at the Meeting. The Shareholders’ Rights Plan is similar in structure to
shareholders’ rights plans adopted by, and approved by the shareholders of, many Canadian public
companies. The full text of the Shareholders’ Rights Plan is av ailable on the Company’s profile on SEDAR
at www.sedar.com.
The Concurrent Financing
In connection with the Transaction, the Company completed the C oncurrent Financing and issued
12,133,333 Shares at a price of $0.06 per Share for gross proceeds of $728,000 and 1,075,000 Shares
issued on a “flow‐through” basis (each, a “ Flow‐Through Share”) pursuant to the I n c o m e T a x A c t
(Canada) (the “ Tax Act”) at a price of $0.08 per Flow‐Through Share for gross proceed s of $86,000. In
aggregate, the Company raised gross proceeds of $814,000 under the Concurrent Financing.
The gross proceeds raised by the Shares will be used by the Company to integrate the business of
Murenbeeld, pursue revenue expansion of the Company both organically and via marketing, acquisitions
of competing subscription research companies and by attending tr a d e s h o w s , a s w e l l a s f o r g e n e r a l
working capital purposes. The gross proceeds raised by Flow‐Thr ough Shares will be used for Canadian
exploration expenses as described in paragraph (f) of the defin ition of “Canadian exploration expense”
in subsection 66.1(6) of the Tax Act, excluding any amounts of Canadian exploration expenses which
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may not be renounced to a subscriber. The Company intends to us e the proceeds from the Flow‐
Through Share portion of the Concurrent Financing to fund explo ration activities and operating
expenses on its Legacy Properties: the Retty Lake property and the Schefferville property, both located
in the prolific Labrador Trough area in the Province of Québec, Canada.
In connection with the Concurrent Financing, the Company paid cash finder’s fees in the amount of
$1,800.
Upon completion of the Transaction and the Consolidation, an aggregate of 84,688,063 Shares are
issued and outstanding and an aggregate of 39,665,517 Shares is sued to “Related Persons” of the
Company (as defined in Exchange Policy 1 – Interpretation and General Provisions) were placed in
escrow in accordance with the policies of the Exchange.
MI 61‐101 Disclosure
Brian Bosse is the Chief Executive Officer and director of the Company and is the sole director, officer
and shareholder of Bluespring, the sole shareholder of Murenbee ld. Accordingly, each of the
Murenbeeld Acquisition and the acquisition of the First Debentu res constituted a “related party
transaction” as such term is defined in Multilateral Instrument 61‐101 ‐ Protection of Minority Security
Holders in Special Transactions ( “MI 61‐101”), which required that the Company, in the absence of
exemptions, obtain a formal valuation for, and minority shareholder approval of, each related party
transaction. Both the Murenbeeld Acquisition and the acquisitio n of the Debentures held by Bluespring
were exempt from the valuation requirement of MI 61‐101 by virtue of the exemption contained in
s e c t i o n 5 . 5 ( b ) a s t h e C o m p a n y ’ s S h a r e s a r e n o t l i s t e d o n a s p e cified market. The Company received
“minority approval” as such term is defined in MI 61‐101 for th e Transactions, which included the Share
Purchase Agreement and the acquisition of the First Debentures, at the annual general and special
meeting of Shareholders held on May 15, 2019. For more informat ion regarding shareholder approval of
the Transaction, please see the Company’s news releases filed on SEDAR dated May 17, 2019.
Prior to completion of the Transaction, Brian Bosse did not own , either directly or indirectly, any Shares
of the Company. Following the Transaction, Mr. Bosse owns, indi rectly through Bluespring, 32,706,667
Shares, representing approximately 38.62% of the Company’s issued and outstanding Shares.
About Murenbeeld & Co Inc.
Murenbeeld & Co. is a unique and growing subscription‐based gold research company which creates
and publishes proprietary gold indexes. Various mining companie s and asset managers use
Murenbeeld’s proprietary gold indexes to inform their own decision making about capital allocation,
treasury operations and business risk assessment.
About IC Capitalight Corp.
The Company is listed on the CSE under the symbol “IC”. To lear n more about the Company please visit
www.capitalight.co/.
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On behalf of the Board of Directors
“Brian Bosse”
CEO and Director
International Corona Capital Corp.
Contact Information
Brian Bosse
CEO and Director
P: 866.653.9223
Disclaimer for Forward‐Looking Information
This news release includes certain “forward‐looking statements” under applicable Canadian securities
legislation that are not historical facts. Forward‐looking stat ements involve risks, uncertainties, and
other factors that could cause actual results, performance, pro spects, and opportunities to differ
materially from those expressed or implied by such forward‐look ing statements. Forward‐looking
s t a t e m e n t s i n t h i s n e w s r e l e a s e i n c l u d e , b u t a r e n o t l i m i t e d t o, statements regarding: the interest
revenues of the Debentures; (ii) the Legacy Properties; (iii) t he proposed business and operations of the
Company following completion of the Transaction; and (iv) the p roposed use of proceeds from the
Concurrent Financing. Forward‐looking statements are necessaril y based on a number of estimates and
assumptions that, while considered reasonable, are subject to k nown and unknown risks, uncertainties
and other factors that may cause actual results and future even ts to differ materially from those
expressed or implied by such forward‐looking statements. Such fa c t o r s i n c l u d e , b u t a r e n o t l i m i t e d t o :
general business, economic and social uncertainties; litigation , legislative, environmental and other
judicial, regulatory, political and competitive developments; and other risks outside of the Company’s
control. Additional risk factors are included in the Company’s Management’s Discussion and Analysis,
available under the Company’s profile on SEDAR at www.sedar.com. Although the Company believes
that the assumptions and factors used in preparing the forward‐looking statements are reasonable,
undue reliance should not be placed on these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will oc cur in the disclosed time frames or at all.
Except as required by applicable laws, the Company disclaims any intention or obligation to update or
revise any forward‐looking statement, whether as a result of ne w information, future events, or
otherwise.