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(TSXV-NEX: SVN.H)
TORONTO, Sept. 14, 2015 /CNW/ - Prodigy Ventures Inc.
(formerly 71 Capital Corp.) (the "Corporation") (TSXV-NEX:
SVN.H) is pleased to announce that today it closed its previously
announced qualifying transaction (see press release dated
May 19, 2015 and August 14, 2015) whereby the Corporation acquired
all of the issued and outstanding securities (the "Prodigy
Shares") of TCB Corporation doing business as Prodigy Ventures
("Prodigy Ventures") in exchange for the issuance of common
shares and restricted voting shares to the shareholders of Prodigy
Ventures. The acquisition of the Prodigy Shares constituted the
qualifying transaction of the Corporation (the "Qualifying
Transaction") as such term is defined in the policies of the
TSX Venture Exchange (the "Exchange").
It is anticipated that the Corporation's shares will commence
trading on the Exchange on September 14,
2015 under the symbol "PGV".
Prodigy Ventures is an innovation company that has combined an
enterprise services business - Prodigy Labs - with a Venture
Builder business. The two businesses work together to sell services
and create new enterprise-grade platforms and apps using
technologies such as mobile video, proximity, wearables and
3D & augmented reality.
"We are delighted to be joining the public markets with this
listing on the TSX Venture Exchange," said Prodigy Ventures CEO
Tom Beckerman. "We believe
that this important step will enhance our ability to grow our
businesses with improved access to capital and other key resources.
I would like to thank all of those who helped us to reach this
significant milestone in our company's growth."
The acquisition of the Prodigy Shares was effected through the
amalgamation of a wholly-owned Ontario subsidiary ("SubCo") of the
Corporation and Prodigy Ventures. The vendors of the Prodigy
Shares were Tom Beckerman of
Toronto, Ontario, Andrew Kieran of Toronto, Ontario through his Ontario company Mobistrat Consulting Ltd.,
Paul Andrusyshyn through his
Canada company 7797958 Canada
Corp. and Hussein Vastani of
Toronto, Ontario.
Prior to the closing, the Corporation had 4,411,271 common
shares issued and outstanding. In connection with the Qualifying
Transaction such common shares were consolidated on a two to one
basis, resulting in 2,205,636 new common shares prior to the
amalgamation. Prodigy Ventures shareholders were issued a total of
20,024,724 post-consolidation common shares and 88,051,416
restricted voting shares. The restricted voting shares of the
Corporation do not carry the right to vote, rank pari passu
with the common shares of the Corporation with respect to the
payment of dividends and distribution of assets on liquidation, and
are convertible at the option of the holder on a one-for-one basis
subject to satisfaction of the public distribution listing
requirements of the Exchange.
In connection with the Qualifying Transaction Prodigy Ventures
completed an offering of subscription receipts ("Subscription
Receipts") pursuant to which it raised $85,773 through the issuance of 1,183,081
Subscription Receipts at a price of $0.0725 per Subscription Receipt. Each
Subscription Receipt was exchanged, without the payment of any
additional consideration, for one common share of Prodigy Ventures
and such common shares of Prodigy Ventures were then exchanged on a
one a one for one basis into common shares of the Corporation in
connection with the completion of the Qualifying Transaction, which
will be freely tradeable except for certain shares held by insiders
which will be subject to an escrow release schedule. The
proceeds from the Private Placement will be used for general
working capital purposes.
Pursuant to the terms of a voting trust agreement, certain
shareholders ("Assigning Shareholders") of Prodigy have
agreed to assign the voting rights attaching to securities of the
Corporation to be issued to them in connection with the Qualifying
Transaction to Tom Beckerman. This
assignment applies to the common shares of the Corporation to be
held by such Assigning Shareholders on the closing of the
Qualifying Transaction and any common shares acquired or held by
such Assigning Shareholders, directly or indirectly after the date
hereof, including, without limitation, through conversion of
restricted voting shares into common shares. The voting rights
granted under the agreement to Mr. Beckerman cease to apply to the
common shares held by Assigning Shareholders following (i) the
disposition of the direct or indirect registered and/or beneficial
ownership of such common shares or (ii) the disposition of all
securities of the Corporation held by Mr. Beckerman. By virtue of
the voting trust agreement, on closing Mr. Beckerman will hold
voting rights over approximately 87% of the Common Shares after the
Transaction.
Early Warning Disclosure
In connection with the Qualifying Transaction, each of
Tom Beckerman (82 Kilbarry Road,
Toronto, ON M5P 1K7)
("Beckerman"), Paul
Andrusyshyn (22 Concession 14 Rd E, Puslinch ON N0B 2J0)
(through his wholly owned company 7797958 Canada Corp.)
("7797958") and Andrew Kieran
(603 Saint Clarens Avenue, Toronto,
ON M6H 3W8) (through his wholly-owned company Mobistrat
Consulting Ltd.) ("Mobistrat") acquired common shares and
restricted voting shares requiring disclosure pursuant to the early
warning requirements of applicable securities laws.
On September 10, 2015 Beckerman
acquired 14,155,408 common shares and 62,243,242 restricted voting
shares of the Corporation pursuant to the Qualifying
Transaction. As a result of the acquisition of the common
shares and restricted voting shares, Beckerman currently owns 55.1%
of the total issued common shares and 70.7% of the total issued
restricted voting shares. In connection with the completion
of the Qualifying Transaction Beckerman entered into the above
referenced voting trust agreement with certain shareholders
pursuant to which he controls the votes of an additional 8,144,109
common shares of Prodigy and an additional 25,808,174 restricted
voting shares. As a result, Beckerman owns or controls a
total of 22,299,518 Prodigy common shares or approximately 86.8% of
the total issued common shares and 88,051,416 restricted voting
shares or 100% of the total issued restricted voting shares.
On September 10, 2015 7797958
acquired 3,452,539 common shares and 15,181,279 restricted voting
shares of the Corporation pursuant to the Qualifying
Transaction. As a result of the acquisition of the common
shares and restricted voting shares, 7797958 currently owns 13.4%
of the total issued common shares and 17.2% of the total issued
restricted voting shares. In connection with the completion
of the Qualifying Transaction 7797958 entered into the above
referenced voting trust agreement with Tom
Beckerman pursuant to which 7797958 assigned the votes
relating to its common shares and restricted voting shares.
On September 10, 2015 Mobistrat
acquired 2,244,150 common shares and 9,867,831 restricted voting
shares of the Corporation pursuant to the Qualifying
Transaction. As a result of the acquisition of the common
shares and restricted voting shares, Mobistrat currently owns 8.7%
of the total issued common shares and 11.2% of the total issued
restricted voting shares. In connection with the completion
of the Qualifying Transaction Mobistrat entered into a voting trust
agreement with Tom Beckerman
pursuant to which Mobistrat assigned the votes relating to its
common shares and restricted voting shares.
The deemed issue price of all the shares issued pursuant to the
Qualifying Transaction was $0.0725. Each of the parties acquired the
shares pursuant to the Qualifying Transaction. The details of
the Qualifying Transaction are set forth in a filing statement
dated August 17, 2015 filed on SEDAR
at www.sedar.com. Each of the parties may, directly or
indirectly, depending on market and other conditions, acquire
beneficial ownership of, or control or direction over, additional
common shares of Prodigy, through market transactions, private
agreements or otherwise, in accordance with applicable securities
legislation. The securities were issued pursuant to the
exemption contained in Section 2.11 of National Instrument
45-106.
For further information regarding the Corporation and the
Qualifying Transaction please see the Corporation's Filing
Statement dated August 17, 2015 which
available on www.sedar.com.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Cautionary Statements
This news release contains "forward-looking statements"
within the meaning of applicable securities laws relating to the
proposal to complete the Qualifying Transaction and associated
transactions, including statements regarding the terms and
conditions of the Qualifying Transaction and associated
transactions. Readers are cautioned not to place undue
reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risks that the
parties will not proceed with the Qualifying Transaction and
associated transactions, that the ultimate terms of the Qualifying
Transaction and associated transactions will differ from those that
currently are contemplated, and that the Qualifying Transaction and
associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). The statements in this
news release are made as of the date of this release. The
Corporation undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of the
Corporation, Prodigy Ventures, or their respective financial or
operating results or (as applicable), their securities.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Prodigy Ventures Inc.