Form 9 - Notice of Issuance (Shares for Debt)
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 1
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED
SECURITIES
(or securities convertible or exchangeable into listed securities 1)
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 settlemen t), 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 Rel ated 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 hav e 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.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 2
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 t o 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: $105,500.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 3
2. Provide full details of the use of the proceeds. The disclosure should be
sufficiently complete to enable a reader to appreciate the significance of the
transaction without reference to any other material.
Settlement of debt to certain creditors, including certain of its directors and
officers of the Company for past consulting and other services.
3. Provide particulars of any proceeds which are to be paid to Related Persons
of the Issuer:
Name and Address of Related Persons Amount of Debt
Owing by the
Company ($)
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 indeb tedness, 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 sha re.
6. Provide the following information if warrants, ( options) or other convertible
securities are to be issued:
N/A
(a) Number .
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 4
(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 securi ties 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 p aid in connection with the
placement (including warrants, options, etc.):
N/A
(a) Details of any dealer, agent, broker or other p erson 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 Re lated Person or has any
other relationship with the Issuer and provide details of the relationship.
N/A.
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 5
10. Describe any unusual particulars of the transac tion (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 I ssuer 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 applicab le securities legislation
restricted or seasoning period. All certificates f or securities issued which are
subject to a hold period bear the appropriate legen d restricting their transfer
until the expiry of the applicable hold period requ ired by National Instrument
45-102 Resale of Securities.
The Issuer confirms that e ach purchaser has been a dvised of the applicable
securities legislation restricted or seasoning peri od. All certificates for
securities issued which are subject to a hold perio d 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
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF
LISTED SECURITIES
September 2018
Page 6
Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior offi cer of the Issuer and has been
duly authorized by a resolution of the board of dir ectors of the Issuer to sign
this Certificate of Compliance on behalf of the Issuer.
2. As of the date hereof there is not material info rmation concerning the Issuer
which has not been publicly disclosed.
3. the Issuer has obtained the express written cons ent 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 inf ormation by the Exchange in
the manner and for the purposes described in Append ix 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 secu rities 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