NOTICE OF CHANGE IN CORPORATE STRUCTURE Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
Item 1 Names of the Parties to the Transaction
Blockchain Venture Capital Inc. (formerly Flexwork Properties Ltd. ("Flexwork") and Reliant Gold Corp.) (the "Company" or the "Resulting Issuer").
Item 2 Description of the Transaction
Blockchain Venture Capital Inc. and Flexwork entered into Amalgamation Agreement dated March 15, 2021, as amended on June 1, 2021 and as further amended on March 2, 2022 (the "Amalgamation Agreement") whereby Blockchain Venture Capital Inc. and Flexwork amalgamated pursuant to section 174 of the Ontario Business Corporations Act (Ontario) to form the Resulting Issuer (the "Transaction").
As previously disclosed by Flexwork, the common shares of the Resulting Issuer Shares (the "Resulting Issuer Shares") have been conditionally approved for listing on the Canadian Securities Exchange (the "CSE"). Final approval for listing of the Resulting Issuer Shares is subject to submission of all outstanding CSE application documentation and payment of applicable fees to the CSE pursuant to its policies. The Resulting Issuer Shares will, upon final approval by the CSE, trade under the stock symbol "BVCI".
The Company completed the Transaction on August 3, 2022.
Effective as of August 3, 2022, the directors who will hold office until the next annual general meeting of the shareholders of the Resulting Issuer are Richard Zhou, Steven Olsthoorn, Monika Cywinska, Yongbiao (Winfield) Ding, and Justin Poy, each of whom was a director of BVCI.
In connection with the closing of the Transaction, the allocation of the Resulting Issuer Shares, on an undiluted basis, is as follows:
​ | Number of Resulting Issuer Shares | Percentage Allocation of Resulting Issuer Shares |
BVCI Shareholders | 24,414,219 | 95% |
Flexwork Shareholders | 1,284,960 | 5% |
TOTAL | 25,699,179 | 100% |
As previously disclosed by Flexwork, the Resulting Issuer Shares (as defined in the Amalgamation Agreement) have been conditionally approved for listing on the Canadian Securities Exchange (the "CSE"). Final approval for listing of the Resulting Issuer Shares is subject to submission of all outstanding CSE application documentation and payment of applicable fees to the CSE pursuant to its policies. The Resulting Issuer Shares will, upon final approval by the CSE, trade under the stock symbol "BVCI".
Item 3 Effective Date of the Transaction
August 3, 2022.
Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity
In connection with the Transaction, Flexwork ceased to be a reporting issuer in British Columbia, Alberta and Ontario, and the Resulting Issuer, BVCI became a reporting issuer in those jurisdictions.
Item 5 Date of the Reporting Issuer's First Financial Year-End after the Transaction, if applicable
The Company's first financial year-end subsequent to the completion of the Transaction is December 31, 2022.
Item 6 The Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year after the Transaction, if applicable
The following is a summary of the applicable financial periods in the Resulting Issuer's first financial year.
Period and Ending Date | Comparative Period and Ending Date |
Interim financial statements for six month period ended June 30, 2022 | Six months ended June 30, 2021 |
Interim financial statements for nine month period ended September 30, 2022 | Nine months ended September 30, 2021 |
Audited financial statements for the year ended December 31, 2022 | Audited financial statements for the year ended December 31, 2021 |
Item 7 Documents filed under NI 51-102 that describe the Transaction
Press release of Flexwork dated February 11, 2021 regarding the letter of intent and the proposed Transaction.
Press release of Flexwork dated March 15, 2021 regarding execution of the Amalgamation Agreement and related matters.
Press release of Flexwork dated May 25, 2022 regarding conditional approval of the Canadian Securities Exchange.
Press release announcing the closing of the Transaction.
Flexwork Management Information Circular dated June 10, 2022 in connection with a special meeting of shareholders including with respect to the proposed Transaction held on July 14, 2022.
DATED: August 5, 2022.
Source: Sedar
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