ACME Resources Corp. Clarification of Corporate Activity

March 21, 2018 4:01 PM EDT | Source: Rapid Dose Therapeutics Corp.

Toronto, Ontario--(Newsfile Corp. - March 21, 2018) - At the request of TSX Venture Exchange ("TSXV" or the "Exchange"), ACME Resources Corp. ("ACME" or the "Company") wishes to clarify and provide a further update to recent corporative activity related to its ongoing restructuring.

ACME was originally listed as a capital pool company ("CPC") in 2008 pursuant to Policy 2.4 of the TSXV ("Policy 2.4"), and most recently traded under the symbol ACY.H on the NEX Tier of the TSXV. Trading of the common shares of the Company was voluntarily halted in December, 2015 and trading was subsequently suspended by the TSXV effective February 22, 2018.

As the Company was unable to complete a "Qualifying Transaction", as that term is defined in Policy 2.4, within a reasonable time, the Company's management undertook a number of transactions without prior approval of the TSXV and in contravention of its Listing Agreement, which are outlined below.

The Company requested to delist from the TSXV. At the Company's Annual and Special Meeting of shareholders held on October 24, 2017 (the "Shareholders Meeting"), the Company received a requisite majority of its shareholders approval to proceed with a voluntary delisting for the purpose of seeking a listing on an alternative stock exchange. The Company has been advised by TSXV that due to the Company' breach of Exchange policies and its Listings Agreement as described below, TSXV has initiated an involuntary delist review and will proceed to delist the shares of the Company for failure to comply with Exchange Requirements.

The TSXV has asked that the Company report on certain recent activities that did not receive prior conditional acceptance with respect to the Policies of the TSXV as part of the delisting of Company's shares from the TSXV/NEX. These activities include:

  • Pursuant to Policy 5.8 — Issuer Names, Issuer Name Changes, Share Consolidations and Splits, the Company failed to file and obtain TSXV approval prior to effecting the 5 old for 1 new share consolidation.

  • Prior to the completion of the Consolidation, the Company completed non-brokered private placement offerings of Company equity pursuant to Policy 4.4 — Private Placements without obtaining conditional or final acceptance. The private placements comprised an offering of 5,579,000 common shares at a price of $CDN 0.025 (2½¢) per common share (the "Offering") for gross proceeds of $139,475. The proposed price of $CDN 0.025 was less than the minimum price permitted under Exchange Policy and was previously disallowed.

  • The Company completed a shares-for-debt transaction (the "Debt Transaction") pursuant to Policy 4.3 — Shares for Debt whereby the Company issued 7,000,000 common per common share at $0.025 per common share in connection with the settlement of $175,000 debt. The price per share was less than the minimum price permitted under Exchange Policy. The nature of the accrued debt contravenes the "Prohibited Payments and Use of Proceed" under Policy 2.4.

  • Subsequent to the completion of the Consolidation, the Company has also cancelled the remaining 150,000 escrowed founders' shares (750,000 on a pre-consolidation basis). The cancellation of the escrowed founders' shares was undertaken pursuant to Policy 2.4 of the TSXV. The first half of the original total of 300,000 (1,500,000 on a pre-consolidation basis) escrowed founders' shares had already been cancelled in fiscal year 2012 due to the Company failing to complete a Qualifying Transaction within the time allotted per Policy 2.4. At this time the Company was also transferred to the NEX Tier of the TSXV.

  • At the Shareholders Meeting, Mr. Brian Howlett was elected as a new Director of the Company. His election has previously been noted in publicly filed documents but had not been disclosed in a press release issued by the Company. The Company failed to comply with Policy 2.4 in connection with the change in the board.

For further information contact:

Paul Ankcorn - Chief Executive Officer
Telephone: (416) 866-2200

Cautionary Note Regarding Forward-looking Statements

Certain information in this press release may contain forward-looking statements. Such statements are based on the current expectations of the management of the Company. Trading in the securities of the Company should be considered highly speculative. Except as required by applicable securities laws, forward looking statements speak only as of the date on which they are made and, unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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