02:50:28 EDT Thu 11 Sep 2025
Enter Symbol
or Name
USA
CA



Kenna Resources Corp (2)
Symbol KNA
Shares Issued 8,256,922
Close 2016-02-11 C$ 0.115
Market Cap C$ 949,546
Recent Sedar Documents

Kenna Resources, Saturna Green receive TSX-V OK for RTO

2016-06-22 14:01 ET - News Release

Mr. Tim Fernback reports

KENNA RESOURCES CORP. ANNOUNCES CONDITIONAL APPROVAL OF RTO AND COB TRANSACTION WITH SATURNA GREEN SYSTEMS INC.

Kenna Resources Corp. and Saturna Green Systems Inc. have received conditional TSX Venture Exchange approval to conclude the business combination of the two companies. The conditional approval of the TSX-V is subject to, among other things, completion of a name change of Kenna to LOOPShare Ltd. or such other acceptable name as is determined by Kenna and Saturna, a share consolidation of Kenna on the basis of 1.469565217 old shares for each one new share, the completion of Kenna's previously announced private placement for gross proceeds of up to $2-million but of no less than $1.2-million, and a number of other conditions customary for a transaction of the transaction pursuant to the policies of the TSX-V. The private placement will comprise the sale of up to 10 million, but no less than six million, postconsolidation Class A shares of Kenna at a price of 20 cents per share.

The transaction

Under the terms of the transaction, immediately following the consolidation and substantially concurrently with the closing of the private placement, Kenna will issue approximately 26,191,470 shares to the shareholders of Saturna in consideration of the acquisitions of all of Saturna's outstanding shares at an exchange ratio of 3.35 shares for each one Saturna share. Kenna will further issue convertible securities of Kenna to each holder of Saturna's convertible securities in exchange for the cancellation thereof on the same basis as the share exchange. As Saturna principals will then own greater than 20 per cent of Kenna's issued shares, the transaction constitutes a reverse takeover under TSX-V policies. The transaction will also redirect Kenna's resources and change the nature of its business, and accordingly, the transaction will constitute a change of business under TSX-V policies. The transaction's terms are fully described in Kenna's filing statement dated May 29, 2016. The filing statement is available under Kenna's profile on SEDAR. A waiver of the TSX-V's shareholder approval and sponsorship requirements for the transaction was obtained on June 10, 2016.

Upon completion of the transaction, the resulting issuer will be listed as a Tier 2 technology issuer under TSX-V policies, and will be engaged in the business of Saturna. Please refer to the filing statement for more information on the business of Saturna. Trading of the resulting issuer's shares on the TSX-V is anticipated to begin on or about the time of closing of the transaction under the symbol LPS. The transaction is subject to the terms of the securities exchange agreement among Kenna, Saturna and the securityholders of Saturna, dated effective June 15, 2016. A copy of the SEA will be available under Kenna's profile on SEDAR on or before closing of the transaction.

Upon closing of the transaction, each of the existing officers of Kenna shall resign, and such resigning officers shall be replaced by nominees of Saturna, including the appointment of Anwar Sukkarie as chairman, president and chief executive officer and Juliet Jones as chief financial officer and secretary (in each case subject to the receipt of applicable regulatory approvals). Upon closing of the transaction, Tim Fernback and Ken Tollstam shall resign from Kenna's board of directors. Sean Bromley will remain a director of the resulting issuer on closing of the transaction, and the resulting issuer intends to appoint Mr. Sukkarie, Ms. Jones, Saood Aljneibi and Paul Chucrallah to the board of directors, such that it has five directors on closing of the transaction (in each case subject to the receipt of applicable regulatory approvals). Kenna has already accepted the resignation of Steven Low, who is no longer a director of Kenna as of the date hereof. Kenna wishes to thank Mr. Low for his contributions and wishes him well in his future endeavours.

Bios of proposed directors and officers

Anwar Sukkarie -- proposed president, CEO, chairman and director of the resulting issuer

Mr. Sukkarie is the founder of Saturna. Mr. Sukkarie has over 25 years of experience in the telematics, telecom and wireless industries, including 10 years spent in fleet telematics as the co-founder, president and CEO of Webtech Wireless Inc. At Webtech, Mr. Sukkarie was responsible for growing the company from a start-up to an international-scope TSX-listed issuer among the top 10 technology companies in Canada, with sales of over $50-million. Subsequently, Webtech Wireless was acquired by BSM Technologies Inc. Prior to that, Mr. Sukkarie gained international sales and partnering experience as business development director for the Middle East, Africa and the United Arab Emirates with Motorola's cellular division, Wireless Data Group and Motorola EME, selling GPRS technology to network operators. Mr. Sukkarie holds a master's degree in sciences (electrical engineering) from the University of Calgary.

Juliet Jones -- proposed CFO, secretary and a director of the reporting issuer

Ms. Jones is a trained chartered professional accountant and certified general accountant with public company experience in CEO, CFO and director positions. Ms. Jones has worked for Saturna since its inception. Prior roles include president, CEO and CFO of Peace Arch Entertainment Group Inc., a North American producer and distributor of television and motion pictures. During her 13 years with Peace Arch, Ms. Jones was integral to its emergence as a world-class media company, which, during her tenure, produced over 200 hours of dramatic and documentary/lifestyle television programs, and grew to earn over $55-million in annual revenue. Subsequently, Ms. Jones became CFO of Webtech Wireless Inc., which completed $50-million in public financing transactions during her tenure. Subsequently, Webtech Wireless was acquired by BSM Technologies Inc. Ms. Jones was also a key member of NowPublic Technologies Inc., a citizen journalism news site that was acquired by the Examiner.

Sean Bromley -- director of Kenna and proposed director of the resulting issuer

Mr. Bromley is a commerce graduate from the University of Calgary, currently working with a boutique merchant banking firm. Mr. Bromley was formerly an investment adviser at Jordan Capital Markets Inc. (now Mackie Research Capital Corp.), and is a current director of Inform Resources Corp. and G4G Capital Corp.

Paul Chucrallah -- proposed director of the resulting issuer

Mr. Chucrallah is the chairman-general manager of Berytech Fund Management SAL (Holding), a Beirut-based venture capital fund managing funds received from major banks in Lebanon. Mr. Chucrallah holds a degree in telecom engineering (ESIB) and an MBA (INSEAD).

Saood Aljneibi -- proposed director of the resulting issuer

Mr. Aljneibi is deputy general of the National Electronics Security Authority (NESA) in Abu Dhabi. Prior to joining NESA, he worked in various executive positions at the Abu Dhabi urban planning council and Emirates Telecommunication Corp. (Etisalat). Mr. Aljneibi spent two years as CEO of Canar Telecommunication Co., one of Etisalat's overseas greenfield operations. During his work in Etisalat, he also sat on several boards of company subsidiaries. Mr. Aljneibi holds an MBA from Southeastern University, Washington D.C., and a bachelor of engineering technology in electronics from the University of Toledo, Toledo, Ohio.

Agreement with Gravitas Securities Inc.

Kenna has also entered into an advisory agreement with Gravitas Securities Inc. The advisory agreement is for an initial term of six months. Pursuant to the terms of the advisory agreement, the adviser will complete a financial analysis of the corporation, provide debt and equity financing advisory services, review strategic opportunities of the corporation, and provide capital markets consulting services. The advisory agreement provides that the adviser will be paid a monthly retainer of $10,000 plus GST following closing of the transaction, to be paid in shares of the resulting issuer. In the event the adviser successfully arranges a debt or equity financing for the corporation of $500,000 or more on or before closing of the transaction, the resulting issuer will grant the adviser such number of options as is equal to 15 per cent of the total number of options issuable under the incentive stock option plan of the resulting issuer on closing of the transaction. Finally, the advisory agreement provides the adviser a right of first refusal to act as the corporation's agent in respect of future equity or debt financings. The advisory agreement will be subject to the TSX-V's shares-for-services policy and approval.

We seek Safe Harbor.

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