1348515 B.c. Ltd. Announces Closing of Private Placement and Share Transfers
1348515 B.C. LTD. ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND SHARE
TRANSFERS
Toronto, Ontario, May 12, 2023 – 1348515 B.C. Ltd. (the “Company”) is pleased to announce
that it has closed a non-brokered private placement, raising aggregate gross proceeds of
$140,000 through the issuance of 1,400,000 common shares in the capital of the Company (each,
a “Common Share”) at a price of $0.10 per Common Share (the “Offering”). The gross proceeds
of the Offering will be used for general working capital purposes and to fund expenses relating to
one or more transactions the Company may undertake.
In connection with the Offering, Jennifer Goldman (“Jennifer”), of Toronto, Ontario, acquired
500,000 Common Shares for an aggregate pric e of $50,000, L5 Capital Inc. (“L5”), a company
with a head office in Vancouver, BC, acquired 700,000 Common Shares for an aggregate price
of $70,000, and Jason I. Goldman Professional Corporation (“ JIGPC”), a company with a head
office in Toronto, Ontario, acquired 200,000 Common Shares for an aggregate price of $20,000.
Certain subscribers in the Offering are considered a "related party" to the Company under
Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special Transactions
("MI 61-101"). Accordingly, the Offering is considered a “related party” transaction pursuant MI
61-101. The Company relied upon the "Issuer Not Listed on Specified Markets" and "Fair Market
Value Not More Than $2,500,000" exemptions f rom the formal valuation and minority
shareholder approval requirements, respectively, under MI 61 -101.The Company did not file a
material change report in respect of the Offering on SEDAR less than 21 days prior to the closing
of the Offering due to the fact that the Company wished to close the Offering as soon as
practicable to enable it to use the funds for short-term cash requirements.
All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four
months plus one day from the date of issuance, in accordance with applicable securities
legislation.
The Company further announces that Jennifer and L5 (each a, “ Transferor”) disposed of
483,334 and 483,333 Common Shares respectively pursuant to separate share transfer
agreements between each Transferor and Red Point Capital Inc . (“Red Point”), a company
located in Toronto, Ontario, in consideration for an aggregate purchase price of $1.00 or a price
of $0.000002 per Common Share (the “Share Transfers”).
Prior to the Offering and Share Tr ansfers, Jennifer held an aggregate of 750,000 Common
Shares which represented 50% of the issued and outstanding Common Shares on a non-diluted
basis and partially diluted basis, as the Company has no outstanding convertible securities .
Following the Offering and Share Transfer s, Jennifer holds an aggregate of 766,666 Common
Shares which represents approximately 26.44% of the issued and outstanding Common Shares
on a non -diluted and partially diluted basis, being that the Company has no outstanding
convertible securities. Jennifer together with JIGPC, its joint actor, holds and beneficially owns,
or exercises control or direction over 966,666 Common Shares, representing 33.33% of the
issued and outstanding Common Shares on a non-diluted basis.
Prior to the Offering and Share Transfer s, L5 held an aggregate of 750,000 Common Shares
which represented 50% of the issued and outstanding Common Shares on a non -diluted basis
and partially diluted basis, as the Company has no outstanding convertible securities. Following
the Offering and Share Tra nsfers, L5 holds an aggregate of 966,667 Common Shares which
represents approximately 33.33% of the issued and outstanding Common Shares on a non -
diluted and partially diluted basis, being that the Company has no outstanding convertible
securities.
Prior to the Share Transfers, Red Point held no Common Shares. Following the Share Transfers,
Red Point holds an aggregate of 966,667 Common Shares which represents approximately
33.33% of the issued and outstanding Common Shares on a non -diluted and parti ally diluted
basis, being that the Company has no outstanding convertible securities.
The Company has been advised that each of Jennifer, JIGPC, L5, and Red Point (collectively,
the “Reporters”) hold their Common Shares as part of a strategic investment in the Company.
The Reporters intend to review their holdings in the Company on a continuing basis and may
purchase or sell Common Shares in the future, either on the open market or in private
transactions, in each case, depending on a number of factors. The Reporters may formulate
other purposes, plans or proposals regarding the Company or any of its securities or may change
its intention with respect to any and all matters. The Reporters, in consultation with the Company,
may also propose or seek to effect certain corporate transactions involving the Company.
The Share Transfers were conducted in reliance on the “private agreement exemption” in section
4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104”) and as a result
was exempt from the take -over bid requirements in Part 2 of NI 62 -104. The Common Shares
purchased under the Share Transfers were purchased from not more than five sellers and at a
price less than 115% of the market price of the Common Shares, in each case as calculated in
accordance with NI 62-104.
This news release is issued pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed
with the applic able securities commissions or similar regulatory authorities in Canada, which
report will contain additional information with respect to the foregoing matters (the “Early
Warning Reports”). Copies of the respective Early Warning Reports that will be filed by Jennifer,
L5, and Red Point may be obtained on the Company’s SEDAR profile or by contacting Grant
Duthie at (416) 869-1234.
On behalf of the Board of Directors
TJ Finch
Chief Executive Officer, Chief Financial Officer & Director
T: (647) 738-8063
1 Adelaide Street East, Suite 801
Toronto, Ontario
M5C 2V9
Cautionary Forward-Looking Statements
This news release may include forward -looking statements that are subject to risks and
uncertainties. All statements within, other than statements of historical fact, are to be considered
forward looking. Although the Company believes the expectations expr essed in such forward -
looking statements are based on reasonable assumptions, such statements are not guarantees
of future performance and actual results or developments may differ materially from those in
forward-looking statements. Factors that could cause actual results to differ materially from those
in forward-looking statements include market prices, exploitation and exploration successes,
continued availability of capital and financing, and general economic, market or business
conditions. There can be no assurances that such statements will prove accurate and, therefore,
readers are advised to rely on their own evaluation of such uncertainties. We do not assume any
obligation to update any forward-looking statements except as required under the applicable law.