Toronto, Ontario--(Newsfile Corp. - May 18, 2023) - E Ventures Inc. (the "Company") announces completion of a non-brokered private placement raising $221,000 and consisting of 110,500,000 common shares at $0.002 per share ("Private Placement"). All securities issued in connection with the Private Placement are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. The issued and outstanding shares of the company after the Private Placement consist of 116,340,070 common shares. The Company intends to use the proceeds for the revival of the Company pursuant to the previously announced partial revocation of cease trade order on March 23, 2023.
Mr. Jon Bridgman, a director of the Company, subscribed to $221,000 (110,500,000 common shares). Prior to this transaction, Mr. Bridgman held 525,000 common shares of the Company personally. These shares represented 9% of the previous shares outstanding of 5,840,070. He now exercises control over a total of 111,025,000 common shares, representing approximately 95.43% of the current outstanding common shares of the Company. Mr. Bridgman holds these shares for investment purposes only.
The execution of the Private Placement is a "related party transaction" for purposes of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Company is not listed on a specified market. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(e) of MI 61-101 as the Company is suffering from financial hardship. The Company is insolvent; the Private Placement is for the revival of the Company; the Company is not subject to court approval or court orders that the Private Placement be effected under bankruptcy or insolvency law or section 191 of the Canada Business Corporations Act; the Company has one or more independent directors in respect of the Private Placement; and the Company's board of directors, acting in good faith, has determined, and at least two-thirds of the Company's independent directors, acting in good faith, has determined that the Company is insolvent and in need of improving its financial position and the terms of the Private Placement are reasonable in the circumstances of the Company.
The Private Placement was approved by the board of directors pursuant to a directors' resolution dated May 15, 2023. The Company did not have a formal process for the review and approval of the Private Placement. Due to the size of the Company and the financial hardship, the directors, other than Mr. Jon Bridgman, approved the Private Placement. The Company does not have any valuation or prior valuations that relate to the subject matter of or is otherwise relevant to the Private Placement. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the transaction were not settled until shortly prior to the closing and the Company wished to close on an expedited basis for business reasons.
The Company will file a material change report on SEDAR in respect of the Private Placement, a copy of which will be sent by the Company to any shareholder upon request and without charge. Contact email@example.com for information on the Private Placement.
Changes to Officers and the Board of Directors
Effective April 12, 2023, Mr. Edward Murphy and Mr. Ray Kolynchuk were appointed as directors of the Company. Mr. Jon Bridgman (since February 3, 1999) and Mr. Keith Roberts (since November 30, 1999) remain as directors. Previous directors, Joel Wagman, Edward Newell, Georganne Greenstein, David Luciuk, Robert Moore and George Berger, all resigned effective December 24, 2007. Mr. Joel Wagman resigned as CEO effective December 24, 2007. The current CEO is Mr. Jon Bridgman, effective February 26, 2013 and the current CFO is Mr. Keith Roberts, since November 30, 1999.
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