Further to the TSX Venture Exchange bulletin dated Feb. 5, 2024, the common shares of the company were suspended from trading as a result of a cease trade order issued by the British Columbia and Ontario securities commissions against the company for failing to file documents within the required time period.
Reinstated for trading
Effective at the open, Thursday, Sept. 26, 2024, trading will be reinstated in the common shares of AJA Health and Wellness Inc. (new Cusip No. 009918 10 3) under the new symbol AJA, the company having obtained a revocation of the cease trade order and met TSX Venture Exchange requirements.
Reverse takeover -- completed
The TSX Venture Exchange has accepted for filing the company's reverse takeover (RTO), which includes the following transactions.
The RTO consists of the following non-arm's-length/related party transactions involving the company and private target companies:
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A three-cornered amalgamation involving the company's wholly owned subsidiary and AJA Health and Wellness in consideration of 29,407,904 shares at a deemed price of five cents per share;
- The acquisition of 6 per cent of shares held by certain shareholders of AJA Therapeutics Inc. (a 94-per-cent-owned subsidiary of AJA Health and Wellness) in consideration of 1.5 million shares at a deemed five cents per share;
- A three-cornered amalgamation involving the company's wholly owned subsidiary and Assured Diagnosis Inc. in consideration of 10.6 million shares at a deemed price of five cents per share.
Concurrent with these transactions, AJA Health and Wellness completed a non-brokered private placement of 10,833,334 common shares at 20 cents per share, with the common shares automatically converting into resulting issuer common shares upon closing of the RTO.
Sixty-eight million two hundred twenty-two thousand eight hundred nine-two shares issued to principals pursuant to the RTO are subject to a Tier 2 value security escrow agreement to be released over a 36-month period, 5,060,370 shares issued to non-principals pursuant to the RTO are legended in accordance with a Tier 2 value security escrow agreement release schedule to be released over a 36-month period in accordance with the exchange's seed share resale restrictions, and 700,000 shares issued to non-principals pursuant to the RTO are subject to a four-month hold.
The exchange has been advised that the above transactions, approved by shareholders on Sept. 13, 2024, have been completed. The company issued a news release on Sept. 18, 2024, announcing closing of the RTO.
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