Mr. Daniel Russell reports
SYNEX INTERNATIONAL INC. ANNOUNCES COMPLETION OF PRIVATE PLACEMENT
Synex International Inc. has closed a non-brokered private placement financing of common shares in the capital of the company at a price of 20 cents per common share. An aggregate of 1.56 million common shares were issued for aggregate gross proceeds of $312,000.
Synex expects to use the proceeds of the offering for working capital and general corporate purposes. The common shares issued pursuant to the offering will be subject to a four-month hold period from the closing of the offering pursuant to applicable securities laws.
Daniel J. Russell, a director and the president of the company, and Richard McGivern, a director of the company, purchased one million common shares and 60,000 common shares, respectively, issued pursuant to the offering. Prior to completion of the offering, Mr. Russell owned, or had control or direction over, 19,464,300 common shares, representing approximately 51.35 per cent of the issued and outstanding common shares. After the offering, Mr. Russell owns, or has control of direction over, 20,464,300 common shares, representing approximately 51.85 per cent of the issued and outstanding common shares. Prior to completion of the offering, Mr. McGivern owned, or had control or direction over, no common shares. After the offering, Mr. McGivern owns, or has control of direction over, 60,000 common shares, representing approximately 0.15 per cent of the issued and outstanding common shares. Adarsh Mehta also participated in the offering, purchasing 500,000 common shares.
The subscriptions by Mr. Russell and Mr. McGivern, and the issuance of common shares to Mr. Russell and Mr. McGivern, are considered to be related party transactions for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering were not settled until shortly prior to the closing of the offering and the company wished to close the offering on an expedited basis for sound business reasons.
The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the offering, insofar as it involves related parties, exceeded 25 per cent of the company's market capitalization. The offering was unanimously approved by the directors of the company that did not participate in the offering.
About Synex International Inc.
The company is a run-of-river hydro developer, operator and engineering firm. The company wholly owns or has a proportionate interest in a net total 12 megawatts of operating facilities in British Columbia, and a Vancouver Island grid connection and utility carrying on business as Kyuquot Utility. The company also has 9.4 megawatts of construction ready run-of-river projects, and applications and land tenures on another 24 potential hydroelectric sites totalling over 150 megawatts of installed capacity in British Columbia.
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