05:06:44 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Fortune Bay Corp
Symbol FOR
Shares Issued 39,563,684
Close 2016-06-27 C$ 0.31
Market Cap C$ 12,264,742
Recent Sedar Documents

Fortune Bay closes spinout, Kneat merger; changes name

2016-06-27 17:49 ET - News Release

Mr. Edmund Ryan reports

KNEAT.COM ANNOUNCES COMPLETION OF ARRANGEMENT AND MERGER

kneat.com Inc., formerly Fortune Bay Corp., has completed its previously announced transaction, pursuant to which, among other things, the company has: (i) spun out its resource properties by way of a court-approved plan of arrangement in Ontario (the transaction); and (ii) acquired 100 per cent of the issued and outstanding ordinary shares of Kneat Solutions Ltd. by way of a concurrent scheme of arrangement in Ireland (the merger).

Pursuant to the arrangement, the shareholders of the company received one new common share of kneat.com and 1.5 common shares of Fortune Bay Corp. (formerly 9617337 Canada Ltd.), a newly formed exploration company (SpinCo), in exchange for each three common shares of the company held by them immediately prior to the effective time of the arrangement and merger, for a total issuance of 12,385,424 new shares and 18,578,200 SpinCo shares.

Pursuant to the merger, the company acquired 100 per cent of the issued and outstanding Kneat shares in consideration for issuance to the former holders of the Kneat shares 27,178,260 new shares, representing 68.7 per cent of the issued and outstanding new shares. Upon closing of the transaction, the company shareholders held 100 per cent of the issued and outstanding SpinCo shares and 31.3 per cent of the issued and outstanding new shares, with the former Kneat shareholders holding the remaining 68.7 per cent of the issued and outstanding new shares. In addition to acquiring all the issued and outstanding Kneat shares, kneat.com retained net $8.2-million. SpinCo holds the company's interests in the Goldfields project in Saskatchewan and the Ixhuatan project and Huizopa net smelter royalty in Mexico. kneat.com owns and operates the existing business of Kneat.

In addition, in connection with the arrangement: (i) the issued and outstanding stock options of the company were consolidated on a 1-for-3 basis, resulting in a total of 666,667 company options with an average exercise price of 90 cents; and (ii) the common share purchase warrants of the company were consolidated on a 1-for-3 basis, resulting in a total of 267,857 company warrants with an exercise price of 90 cents. Furthermore, consistent with the terms of the arrangement, holders of the company warrants received 1.5 common share purchase warrants for every one company warrant held, exercisable at 60 cents per SpinCo warrant, resulting in a total of 401,786 SpinCo warrants.

Thus, as of today, kneat.com has 39,563,684 new shares issued and outstanding. An additional 2,391,003 new shares have been reserved for issuance in connection with the new company options and new company warrants issued to the former holders of company options and company warrants, pursuant to the transaction.

In addition, as of today, SpinCo has 18,578,200 SpinCo shares issued and outstanding. An additional 401,786 SpinCo shares have been reserved for issuance in connection with the SpinCo warrants issued to the former holders of company warrants, pursuant to the transaction.

In connection with the transaction, the company changed its name from Fortune Bay Corp. to kneat.com Inc. and SpinCo changed its name from 9617337 Canada Ltd. to Fortune Bay Corp.

The Ontario Superior Court of Justice (Commercial List) issued a final order approving the arrangement on June 17, 2016, and the arrangement became effective at the effective time, being 12:01 a.m. on June 21, 2016. The High Court of Ireland issued a final order approving the merger on June 24, 2016, and the merger became effective at the effective time, being 12:01 a.m. on June 27, 2016.

Subject to the receipt of final approval of the TSX Venture Exchange, the new shares and the SpinCo shares are expected to commence trading on the TSX-V under the trading symbols KSI and FOR, respectively, at the commencement of trading on July 5, 2016. The current Fortune Bay Corp. is expected to be delisted from the Toronto Stock Exchange on July 4, 2016.

kneat.com's management team consists of the following persons at the following offices: Edmund Ryan -- president and chief executive officer; Kevin Fitzgerald -- executive director of research and development; Brian Ahearne -- director of quality; and Sarah Oliver -- chief financial officer and corporate secretary.

The board of directors of kneat.com consists of the following individuals: Mr. Ryan, Mr. Fitzgerald, Paul Breen, James Osborne, Ian Ainsworth and Wade Dawe.

SpinCo's management team consists of the following persons at the following offices: Mr. Dawe -- CEO; and Ms. Oliver -- CFO and corporate secretary.

The board of directors of SpinCo consists of the following individuals: Mr. Dawe, Derrick Gill and Michael Gross.

For details of the transaction, please see the company's management information circular dated May 13, 2016, which has been filed under the company's profile on SEDAR.

We seek Safe Harbor.

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