02:20:07 EDT Fri 29 Mar 2024
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Revelstoke Equity closes QT, changes name to Zonetail

2018-11-08 19:35 ET - News Release

Mr. Mark Holmes reports

ZONETAIL INC. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Revelstoke Equity Inc. has closed its previously announced business combination involving Zonetail Inc., as the qualifying transaction of the corporation (as such term is defined within the meaning of Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange). Subject to receiving final exchange acceptance, the common shares of the corporation are expected to resume trading on the exchange on or about Nov. 16, 2018, under the new name, Zonetail Inc., with the trading symbol ZONE.

Amalgamation

Pursuant to the terms of a merger agreement dated effective Nov. 5, 2018, between the corporation, Zonetail and Revelstoke Subco Inc., Zonetail and Subco amalgamated under the Business Corporations Act (Ontario) to form a new company (Amalco). Concurrently with the closing of the amalgamation, Revelstoke Equity changed its name to Zonetail. Following completion of the amalgamation, Amalco immediately amalgamated with Zonetail, the new entity being the resulting issuer, with the resulting issuer now holding all of Zonetail's assets and conducting the business of Zonetail. The terms of the merger agreement are described in more detail in the press release of the corporation dated Nov. 7, 2018, and available on SEDAR. Upon completion of the amalgamation, there were 64,774,130 common shares issued and outstanding.

An aggregate of 16,167,429 common shares and 1,905,555 warrants issued to the former holders of common shares of Zonetail were placed in escrow pursuant to a value security escrow agreement and an aggregate of 9,471,184 common shares issued to the former principals of Zonetail were placed in escrow pursuant to a surplus security agreement, each pursuant to the policies of the exchange, and will be released in accordance with the terms thereof.

Private placement financings

Prior to closing the amalgamation, Zonetail completed a brokered private placement on July 13, 2018, pursuant to which 11,130,092 subscription receipts of Zonetail were issued for aggregate gross proceeds of $2,003,416.56. Immediately prior to closing of the amalgamation, each subscription receipt was deemed to be exercised without payment of any additional consideration and without further action on the part of the holders thereof into one Zonetail share. The proceeds from the subscription receipt financing less $100,000.08 pursuant to a subscription settling directly with Zonetail were deposited in escrow pursuant to a subscription receipt agreement dated July 13, 2018, between Zonetail, Gravitas Securities Inc., as lead agent for the subscription receipt financing, and TSX Trust Company, which contained certain escrow release conditions. The escrow release conditions have been satisfied and the escrowed funds have been released in accordance with the terms of the subscription receipt agreement.

Concurrently with closing of the amalgamation, Zonetail also completed a private placement on Nov. 8, 2018, pursuant to which 833,356 Zonetail shares were issued for aggregate gross proceeds of $150,004 at 18 cents per Zonetail share. In connection with the additional financing, Canaccord Genuity Corp., which acted as the broker in connection with a portion of the additional financing, received a cash commission of $2,500 and 13,888 warrants exercisable at 18 cents per Zonetail share (or, if exercised after closing of the amalgamation, per common share), from the date of the amalgamation and for a period of six months.

The proceeds from subscription receipt financing and the additional financing will be used for the initial development of Zonetail's blockchain application technology, sales and marketing efforts, and general working capital and corporate purposes.

Resulting issuer

Following the closing of the amalgamation, the officers and directors of the corporation resigned. The board of directors of the resulting issuer now comprises Mark Holmes, Paul Scott, William Rogers, Adam Topp, Reetu Gupta and David Oliver.

We seek Safe Harbor.

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