19:57:25 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



North Group Finance Ltd (2)
Symbol NOR
Shares Issued 2,935,175
Close 2016-05-16 C$ 0.055
Market Cap C$ 161,435
Recent Sedar Documents

North Group Finance reverse takeover

2016-09-28 19:02 ET - Major Transaction Completed

The common shares of the North Group Finance Ltd. have been halted from trading since May 16, 2016, pending completion of a reverse takeover (RTO).

The TSX Venture Exchange has accepted for filing the company's reverse takeover, which includes the following transactions:

  • Amalgamation agreement dated May 30, 2016, whereby the company acquired all of the issued and outstanding common shares in the capital of Peekaboo Beans Inc. by way of a three-cornered amalgamation pursuant to which a wholly owned subsidiary of the company amalgamated with Peekaboo to form a new company (Amalco) and each Peekaboo shareholder received one postconsolidation common share in the capital of the company for each Peekaboo share held;
  • Prior to the closing of the RTO, Peekaboo completed a private placement financing for aggregate gross proceeds of $1,050,468. A total of 1,000,446 units were issued at a price of $1.05 per unit, with each unit consisting of one Peekaboo common share and one warrant to purchase one Peekaboo share at a price of $1.25 until Sept. 23, 2017;
  • Finders' fees paid in connection with a portion of the Peekaboo financing consist of an aggregate cash fee of $17,143 and 23,324 warrants to purchase Peekaboo shares, each exercisable at a price of $1.05 per Peekaboo share and expiring on Sept. 23, 2017;
  • A bridge loan between Northpark Ltd., as lender, and Peekaboo, as borrower, of up to $700,000, of which $480,000 has been drawn upon as of the closing date of the RTO, remains outstanding as indebtedness of Amalco. The loan bears interest at a rate of 15 per cent per year, matures on Dec. 31, 2017, and is convertible into up to 666,666 units of the company, depending on the amount outstanding, on the same terms as the units issued pursuant to the unit financing;
  • Northpark received a fee for such loan comprising warrants to purchase 480,000 common shares of the company, each having an exercise price of $1.25 and expiring on Sept. 30, 2017, which are subject to escrow conditions in accordance with exchange escrow requirements;
  • A promissory note issued by Peekaboo for in the principal amount of approximately $247,000 to Nikki Mayer, general manager and a director of Peekaboo Beans, in respect of a prior shareholder loan. The note is convertible at the option of Mrs. Mayer into 235,068 units of the company on the same terms as the units issued pursuant to the unit financing. The note is due on Dec. 31, 2017, and bears interest at a rate of 8 per cent per year.

The exchange has been advised that the above transactions, approved by shareholders on June 30, 2016, have been completed.

The company is classified as an industrial apparel company.

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