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by Stockwatch Business Reporter
The TSX Venture Exchange
closed up 1.59 points to 464.74 Tuesday.
Derek Lew's first capital pool shell, Caprice Business Development Canada Inc. (CAPB: halted), has filed an information circular containing details of its qualifying transaction: It is acquiring 1182533 B.C. Ltd., which in turn is acquiring a mobile game developer called LDRLY (Technologies) Inc. The shell will hold a meeting of shareholders on April 2 to seek approval for the QT, although their approval is not required by the exchange, because the QT is an arm's-length deal. The shell will also ask its shareholders to approve related proposals, such as the creation of a new control person in connection with the QT. The shell, which has 5.5 million shares issued, will issue 184.95 million shares to the numbered company's shareholders.
1182533 B.C. was formed in October, 2018, and has no other business but to acquire LDRLY. Its office is in Nanaimo. Between October, 2018, and April, 2019, it sold 101 million shares at one-1,000th of a cent, 9.2 million shares at one cent and 19.56 million shares at eight cents, raising a total of $1.65-million. To acquire LDRLY, the numbered company has so far paid $1.25-million cash to the sole owner of LDRLY, East Side Games Inc. To complete the acquisition, the numbered company will soon issue 55.18 million shares to East Side. In connection with the QT, those 55.18 million shares of 1182533 B.C. will be exchanged into 55.18 million shares of the shell, thereby making East Side a control person of the resulting issuer (with 25.9 per cent of the shares on closing of the QT). Before the QT can close, the numbered company must sell a $3.41-million private placement at 16 cents. The resulting issuer, which will be called Leaf Mobile Inc., will use the proceeds for game development and publishing expenses, game launch marketing expenses, intellectual property licensing costs, and general and administrative expenses.
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