Pursuant to the Share Purchase Agreement, the Company will acquire all of the issued and outstanding common shares of BCCo in consideration of issuing to the Vendors an aggregate of 5,000,000 common shares in the capital of the Company (the “Consideration Shares”). The Consideration Shares are subject to the following vesting provisions: as to 1/4 immediately upon closing of the Transaction (the “Closing Date”) with 1/4 additional Consideration Shares being released from escrow every six months following the Closing Date. All securities issued pursuant to the Transaction will be subject to the statutory hold period of four months and one day from the issuance thereof, as applicable, in accordance with applicable securities laws.
BCCo is a private company formed under the laws of British Columbia, that creates, develops and publishes software related to mobile games and applications. Politics has become a dominant theme in today’s news. Political campaigns are capturing people’s attention like never before and creating massive communities using social media that have yet to be accessed and monetized by the gaming industry. The Campaign is a hybrid casual mobile game and political campaign app designed to engage a wide range of mobile players. It enhances players’ experience and connection with politics through a rewarding game that includes a suite of communication features where players follow stories as they manage and grow a political campaign. Based on the popular Idle game genre, the game is being developed to support a dual game strategy, with a direct-to-consumer version (B2C) and a fully customizable business to business version (B2B).
One of the shareholders of BCCo is a company beneficially owned and controlled by an insider of the Company. As a result, the Transaction constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Transaction by the insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.
Prior to the completion of the Acquisition, Ms. Emma Fairhurst, beneficially owned and controlled, directly or indirectly, 23,975,000 Common Shares, 6,025,000 Warrants and 200,000 Options representing 42.47% on an undiluted basis and 44.62% on a partially diluted basis. Following the completion of the Acquisition, Ms. Fairhurst beneficially owns and controls, directly or indirectly, an aggregate of 26,220,000 Common Shares, 6,025,000 Warrants and 200,000 Options, representing approximately 42.68% of the Company’s
issued and outstanding Common Shares on an undiluted basis and 47.94% of the Company’s issued and outstanding on a partially diluted basis.