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Pacific GeoInfo Corp
Symbol C : PGO.H
Shares Issued 14,889,937
Close 2019-03-15 C$ 0.01
Recent Sedar Documents

Pacific GeoInfo arranges $300,000 private placement

2019-04-18 20:19 ET - News Release

Mr. Peter Wang reports

PACIFIC GEOINFO CORP. ANNOUNCES PRIVATE PLACEMENT OF $300,000 AND SHARES FOR DEBT TRANSACTION

Pacific GeoInfo Corp. has arranged a non-brokered private placement and a shares-for-debt transaction.

Private placement

The private placement will be for six million common shares of the company at five cents per share for gross proceeds of $300,000.

Proceeds from the offering will be used to investigate potential acquisitions to reactivate the company, general corporate purposes and working capital.

The offering is subject to regulatory approval. Resale of the securities distributed in connection with the offering will be subject to a hold period of four months and one day following the closing date of the offering.

(Paul) Guoqing Liu (chairman and director of the company) and (Peter) Luoxin Wang (president, chief executive officer and director of the company) will each be subscribing for the common shares of the company under the offering. Such participation will be considered to be related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, adopted in the policy. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e) of MI 61-101 in respect of the offering. The securities of the company are listed on only the NEX board of the TSX Venture Exchange (and on none of certain specified markets for the purposes of the MI 61-101 provisions), and the company is in serious financial difficulty and the offering is designed to improve the financial position of the company. Furthermore, the company expects to receive the requisite non-interested directors' approval of the offering and that the directors will determine that the terms of the offering are reasonable in the circumstances of the company.

Shares-for-debt settlement

The company and United Commercial Investments Ltd. (an insider shareholder of the company) have agreed to settle the amount of $67,242 outstanding under a shareholder loan made by United Commercial to the company by way of the company's issuance to United Commercial of 1,344,840 common shares of the company at a deemed issue price of five cents per share.

The debt settlement is subject to regulatory approval. Resale of the securities distributed in connection with the debt settlement will be subject to a hold period of four months and one day following the closing date of the debt settlement.

The debt settlement with United Commercial will be considered to be related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and MI 61-101. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e) of MI 61-101 in respect of the debt settlement. The securities of the company are listed on only the NEX board of the TSX Venture Exchange (and on none of certain specified markets for the purposes of the MI 61-101 provisions), and the company is in serious financial difficulty and the debt settlement is designed to improve the financial position of the company. Furthermore, the company expects to receive the requisite directors' approval of the debt settlement and that the directors will determine that the terms of the debt settlement are reasonable in the circumstances of the company.

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