Eyecarrot Innovations Corp., formerly Nanton Nickel Corp. (the “Company”) announces the closing on June 30, 2015 of the previously announced (see February 4, 2014 and August 15, 2014 press releases) change of business transactions (the “Transaction”) by acquisition of (i) the business of Wayne Engineering Inc., (ii) certain assets of Dr. Selwyn Super and (iii) all of the issued and outstanding securities of Eyecarrot Innovations Corp. (a private Ontario company). The Transaction constitutes a change of the Company’s business pursuant to the policies of the TSX Venture Exchange.
Pursuant to the Transaction, the Company acquired Wayne Engineering Inc., a sole proprietorship, for aggregate consideration of US$78,000 payable in cash and the issuance of 250,000 shares over time, of which 50,000 shares are issuable on May 4, 2016, 100,000 shares are issuable upon the Wayne assets achieving yearly gross sales of $250,000 and the final 1,000,000 shares are issuable upon the Wayne assets achieving 1,000,000 users of digital programs created from such assets.
The Company also acquired certain patents and other intellectual property of Dr. Selwyn Super for aggregate consideration of US$250,000 payable in cash and the granting of a 2% gross royalty based on the annual revenues of the Company, royalty will have a six year term.
Finally, the Company acquired all of the issued and outstanding securities of a private Ontario company (Eyecarrot Innovations Corp.) by issuing an aggregate of 4,500,000 common shares and 500,000 share purchase warrants, each such warrant being exercisable at a price of $0.25 per share until June 30, 2017. Of the securities issued, an aggregate of 850,000 common shares were issued to Adam Cegielski, a director and officer of the Company. As a result, the acquisition of Eyecarrot shares from Mr. Cegielski constitutes a ‘related party transaction’ within the definitions set forth in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Prior to the Transaction and Financing, Mr. Cegielski beneficially owned or exercised control or direction over 2,850,000 common shares of the Company, representing approximately 7.54% of the 37,794,800 then issued and outstanding shares of the Company. Following completion of the Transactions, and specifically the acquisition of Eyecarrot, Mr. Cegielski now beneficially owns or exercises control or direction over 3,700,000 common shares of the Company, representing 7.44% of the 49,718,800 issued and outstanding shares of the Company, all of which common shares will be held subject to the terms and conditions of the Escrow Agreement.
The review and approval process that was adopted by the board of directors for acquisition of Eyecarrot was as follows: (a) The independent members of the board of directors approved the acquisition of Eyecarrot, with Adam Cegielski abstaining and disclosing interest in Eyecarrot; (b) The Company determined that exemptions were available from the requirements to obtain a formal valuation of Eyecarrot or seek minority shareholder approval for the acquisition of Eyecarrot under MI 61-101 (including TSXV policy 5.9 which incorporates such policy by reference) because: (i) as the Company is listed on the TSX.V, it falls within the exemption to the valuation requirement as described in section 5.5(b) of MI 61-101; (ii) as the value of the consideration for the acquisition of Eyecarrot, in so far as it involved interested parties, did not exceed 25% of the Company’s market capitalization at the time it was agreed to, it falls within an exemption to the minority approval requirement as described in section 5.7(1)(a) of MI 61-101. Notwithstanding the exemption from minority approval available within MI 61-101, the Company did obtain the approval of its shareholders, excluding Adam Cegielski, in relation to the Eyecarrot acquisition at its special meeting held on April 29, 2015.
There are no prior valuations in respect of Eyecarrot or its securities and neither the board of the Company or Eyecarrot or their officers are aware of the existence of any such valuation.
Details of the Transactions are contained in the Company’s Information Circular dated March 29, 2015 filed under the Company’s profile on www.sedar.com.
Update Regarding Financing
As previously reported, the Company completed on May 4, 2015 (see May 6, 2015 press release) the initial tranche of its concurrent non-brokered financing (the “Financing”) raising initial gross proceeds of $3,404,000 through the sale of 13,616,000 common shares at a price of $0.25 per share.
The second tranche of the Financing was completed on June 30, 2015, raising additional gross proceeds of $1,856,000 through the sale of 7,424,000 common shares at a price of $0.25 per share.
The total gross proceeds from the Financing amounts to $5,260,000 through the sale of 21,040,000 common shares at a price of $0.25 per share. Aggregate finders fees of $55,257.50 were paid in cash and an aggregate of 540,000 finder’s warrants, each exercisable to acquire one common shares of the Company at a price of $0.25 per share for a period of two years, were issued.
The proceeds from the Financing will be used primarily for the furtherance of the Company’s business plan following the Transaction, for general working capital and administrative expenses and to pay the expenses of the Transaction. The securities issued pursuant to the Transaction and the remainder of the Financing bear a four month hold period expiring on October 31, 2015.
Mr. Anthony Jackson, a then director and the Chief Financial Officer and Corporate Secretary, participated as a subscriber in the Financing acquiring 100,000 common shares. As Mr. Jackson is and was at the time of the closing of the Financing an ‘insider’ of the Company, his participation in the financing is a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the policies of the TSX Venture Exchange. Exemptions from the requirement for a formal valuation and minority shareholder approval under MI 61-101 were available to the Company pursuant to Section 5.5(b) and Section 5.7(b) of MI 61-101, respectively, because the Company’s common shares trade solely on the TSX Venture Exchange and the total funds raised from Mr. Jackson did not exceed C$2,500,000. On completion of the Financing, Mr. Jackson beneficially owns, directly or indirectly, an aggregate of 150,000 shares, representing 0.3% of the outstanding common shares of the Company.
As a result of the completion of the Transaction and Financing, the Company now has 49,818,800 issued and outstanding common shares. Assuming that all of the Company’s options, warrants and other convertible securities were exercised, 51,358,800 common shares of the Company would be issued and outstanding on a fully diluted basis. An aggregate of 10,200,000 common shares and 500,000 share purchase warrants are subject to escrow restrictions.
Details of the Transaction are contained in the Company’s Information Circular dated March 29, 2015 filed under the Company’s profile on www.sedar.com.
Changes in Board and Management
Upon completion of the Transaction, John Walther and Anthony Jackson resigned as directors of the Company, though Mr. Jackson will continue to act as the Company’s Corporate Secretary and Chief Financial Officer.
Dr. John Flanagan was appointed as a new director of the Company.
Dr. Selwyn Super has been appointed as Chief Scientific Director and Dr. Patrick Quaid has been appointed as the Chief Scientific Officer – BV for the Company.
Completion of the Arrangement
As previously announced, the Company completed on May 1, 2015 a plan of arrangement with its wholly owned subsidiary Oceanside Capital Corp. (formerly 1031216 B.C. Ltd. “Spinco”) (See Press Release dated October 15, 2014). Refer to the Information Circular dated March 29, 2015, for additional information concerning the plan of arrangement. The purpose of the plan of arrangement is to preserve the interests of the shareholders in the Murray Ridge property following completion of the Transaction by transferring them to Spinco, a stand-alone corporate entity focused on the exploration and development of the Murray Ridge property.
Pursuant to the plan of arrangement, shareholders of the Company as of May 1, 2015 received one common share of Spinco for each common shares of the Company held. Investors are reminded that any shares of the Company acquired after May 1, 2015 have no entitlement to receive common shares of Spinco (See press release dated May 6, 2015).
The Company changed its name to “Eyecarrot Innovations Corp.”. It is anticipated that the common shares of the Company will begin trading under stock symbol “EYC.V” on or around July 13th, 2015.
Eyecarrot’s Binovitm platform is an innovative healthcare technology solution that integrates software, hardware, data and expert knowledge. Binovi helps Optometrists treat vision issues with in-office therapy as well as doctor led home based activities to better serve and increase the patient’s experience and their therapy needs. The goal is to help transform vision performance for the 1 in 4 people worldwide that suffer from vision-related issues going beyond visual acuity. The company is transforming how vision healthcare services are integrated, while addressing key challenges in the health system.
Forward Looking Information
Certain statements contained in this news release constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations, and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company's financial condition and development plans do not change as a result of unforeseen events and that the Company obtains regulatory approval. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedar.com . The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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