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     631  0 Kommentare eQube Gaming Limited Announces Completion of Financing and Qualifying Transaction

    CALGARY, ALBERTA--(Marketwired - Oct. 30, 2014) -

    NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

    eQube Gaming Limited (formerly Triox Limited) (TSX VENTURE:TTL.P) (the "Corporation") is pleased to announce that it has closed its previously announced business combination involving eQube Technology and Software Inc. ("eQube") as the "Qualifying Transaction" of the Corporation (as such term is defined within the meaning of Policy 2.4 of the TSX Venture Exchange (the "Exchange")). Subject to receiving final Exchange acceptance, the ordinary shares of the Corporation are expected to resume trading on the Exchange on or about November 4, 2014 under the new name "eQube Gaming Limited", on a post-Consolidation basis (as defined below) and under the trading symbol "EQG".

    Amalgamation

    Pursuant to the terms of an amalgamation agreement dated effective July 2, 2014 (the "Amalgamation Agreement") between the Corporation, eQube and 1824721 Alberta Ltd. ("Subco"), eQube and Subco amalgamated (the "Amalgamation") under the Business Corporations Act (Alberta) to form a new company under the corporate name "eQube Technology and Software Inc." ("Amalco"). Amalco will carry on the business previously carried on by eQube as a subsidiary of the Corporation.

    On October 29, 2014, the Corporation consolidated (the "Consolidation") all of its issued and outstanding ordinary shares (the "Ordinary Shares") and all outstanding options and warrants to purchase Ordinary Shares on the basis of one (1) post-Consolidation Ordinary Share for every three (3) pre-Consolidation Ordinary Shares.

    Following completion of the Consolidation and pursuant to the Amalgamation (with each Ordinary Share being issued on a post-Consolidation basis):

    • the holders of class "A" common shares of eQube ("eQube Class A Shares") received three (3) Ordinary Shares for each eQube Class A Share held in exchange for the issuance to the Corporation of three (3) common shares of Amalco ("Amalco Common Shares") for each eQube Class A Share so exchanged;
    • the holders of class "F" preferred shares of eQube ("eQube Class F Shares") received one preferred share of Amalco ("Amalco Preferred Shares") for each eQube Class F Share held;
    • the Corporation received one (1) Amalco Common Share for each Class "A" common share of Subco ("Subco Share") held;
    • the holders of Subco Shares (other than the Corporation and including Subco Shares issued pursuant to the Offerings (as defined below)) received one (1) Ordinary Share for each Subco Share held in exchange for the issuance to the Corporation of one (1) Amalco Common Share for each Subco Share so exchanged;
    • all of the options to purchase eQube Class A Shares ("eQube Options") were replaced with options ("Options") to purchase three (3) Ordinary Shares for each eQube Class A Share issuable on exercise of the eQube Options; and
    • all of the Subco Agent Warrants (as defined below) were replaced with Agent Warrants (as defined below) to purchase one (1) Ordinary Share for each Subco Share issuable on exercise of the Subco Agent Warrants.

    Upon completion of the Amalgamation, there were 28,861,069 Ordinary Shares issued and outstanding. An aggregate of 9,914,529 Ordinary Shares issued to the former holders of eQube Class "A" Shares were placed in escrow pursuant to a value security escrow agreement pursuant to the policies of the Exchange and will be released in accordance with the terms thereof.

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    eQube Gaming Limited Announces Completion of Financing and Qualifying Transaction CALGARY, ALBERTA--(Marketwired - Oct. 30, 2014) - NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES …