03:53:47 EDT Fri 29 Mar 2024
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NXA reverse takeover, rollback, name change to Ellipsiz

2015-11-25 20:26 ET - Change Name, Roll Back Shares

Also New Listing (C-ECT) Ellipsiz Communications Ltd

The TSX Venture Exchange has accepted for listing Ellipsiz Communications Ltd.'s reverse takeover (RTO), described in its information circular dated Sept. 21, 2015.

Effective Nov. 4, 2015, the company, formerly NXA Inc., acquired all of the issued and outstanding shares of Ellipsiz Communications Ltd. (ECBVI), a British Virgin Island corporation that owned all of the outstanding shares of its operating subsidiary, Ellipsiz Communications Taiwan Ltd. (ECTW), a private company incorporated under the laws of Taiwan. The acquisition was effected by way of a merger between ECBVI and Hopeful Mind Group Ltd. (NXABVI), a wholly owned subsidiary of the company, under the British Virgin Islands Business Companies Act, 2004. Pursuant to the merger, on closing of the RTO, ECBVI was merged with and into NXABVI, after which the separate existence of ECBVI ceased and NXABVI became the surviving entity (Mergeco). Upon completion of the RTO, the company owns 100 per cent of the issued and outstanding shares of Mergeco, which in turn owns 100 per cent of the issued and outstanding shares of ECTW.

As announced in the company news release dated on Oct. 30, 2015, ECBVI completed a private placement of 112,900 subscription receipts at a price of $11 (U.S.) per subscription receipt for total gross proceeds of $1,241,900 (U.S.). Immediately before the closing of the RTO, each outstanding subscription receipt was automatically converted and immediately thereupon cancelled, without any further action by the holder of such subscription receipt and for no additional consideration into one ECBVI share. Immediately upon the merger, the ECBVI shares were automatically cancelled and each holder thereof received common shares of the company on the basis of 143 postconsolidation common shares for each one ECBVI share outstanding immediately prior to the closing of the RTO.

For further information, please refer to the company's profile on SEDAR, including the company's information circular dated Sept. 21, 2015.

Pursuant to a resolution passed by shareholders at a special meeting of shareholders on Nov. 2, 2015, the company has consolidated its capital on a one-new-for-10-old basis. The name of the company has also been changed to Ellipsiz Communications.

Effective at the opening on Thursday, Nov. 26, 2015, the common shares of Ellipsiz Communications will commence trading on the TSX Venture Exchange and the common shares of NXA will be delisted. The company is classified as an other management consulting services company.

The company has met the requirements to be listed as a TSX Venture Exchange Tier 2 company. Therefore, effective on Thursday, Nov. 26, 2015, the company's listing will transfer from the NEX to the TSX Venture Exchange, the company's tier classification will change from the NEX to Tier 2, and the filing and service office will change from the NEX to Toronto.

Effective at the opening, Thursday, Nov. 26, 2015, the trading symbol for the company will change from NXI.H to ECT.

Further to the TSX Venture Exchange bulletin dated May 21, 2015, effective at the opening on Thursday, Nov. 26, 2015, the common shares of Ellipsiz Communications will commence trading on the TSX Venture Exchange and the common shares of NXA will be delisted.

Postacquisition

Corporate jurisdiction:  Ontario

Capitalization:  unlimited common shares with no par value of which 161,385,300 common shares are issued and outstanding

Escrowed:  120,853,590 common shares subject to an exchange tier surplus escrow agreement and 22,146,410 common shares subject to an exchange Tier 2 value escrow agreement

Transfer agent:  Computershare Trust Company of Canada

Trading symbol:  ECT (new)

Cusip No.:  288664105 (new)

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