First Global Provides Update on Sale of Assets and Go Forward Plan

Toronto, Ontario–(Newsfile Corp. – May 17, 2019) – First Global Data Ltd. (TSXV: FGD) (OTC Pink: FGBDF) (FSE: 1G5) (“First Global” or the “Company”) is pleased to provide the following updates and strategic plan going forward.

Important Changes

Since January 2019, First Global has been in transition. It started with the resignations of its long time CEO and COO as well as the entire board that had run the Company for several years.

A group of shareholders and senior creditors, along with senior management, resolved to stabilize the organization and prepare for the next phase of the Company. A new board was appointed, featuring a majority of independent directors who bring diverse experiences, corporate governance know-how, business acumen and fresh perspective. In addition to this, the Board has begun the process of looking for a new management team. It has identified several possible candidates and hired a highly qualified Chief Compliance Officer for its US entity.

The current board is actively involved in all decisions of the organization. In the interests of austerity, the Company over the last few months has dramatically reduced its workforce and operating expenses. It has reduced staffing from approximately sixty people in late 2018 to just four at present. The Company has also reduced its three large offices to two smaller offices.

Going Forward

The Company has been cease-traded by order of the Ontario Securities Commission (“CTO”) for over a year and, as a consequence of its resulting financial situation, has decided to sell assets to both meet obligations as well as to re-align its long-term business strategy into what it has concluded to be more sustainable, responsible and beneficial to shareholders and other stakeholders in the future.

To this end senior management, the board and senior lenders have been reviewing all strategic options, including but not limited to the sale of all assets. The Company has reached out to various parties that would have an interest in its domestic and international money remittance divisions as well as its technology platforms and hosted technology, and has entertained various negotiations and non-binding offers.

Sale of Assets

First Global is pleased to announce that it successfully completed, effective May 2, 2019, the sale of its existing international operations (i.e. all operations excluding Canada and US) to Nanpersaud & Company Ltd., an arm’s-length third party purchaser. While the Company received some cash to address its immediate needs from this sale, more importantly, it will also continue to receive a royalty payment on a quarterly basis on gross revenue for the next eight years per the terms of the agreement. The Company anticipates that this royalty will take a few months to become meaningful, but also anticipates that such royalty could be significant if the purchaser commits the right resources and focus to develop those international markets. However, the Company has no control over the purchaser and, therefore, there can be no assurance that any such anticipated results will materialise as hoped.

First Global has also reached an agreement to sell its US licensed business to an arm’s-length third party by the name of Azira Corporation, subject to any required regulatory approval. The terms of the agreement include that the aggregate purchase price will be $5.0M USD for 95% interest in FGMI, on an “as is, where is basis” with such price being paid as: (a) $1.0M USD in cash, with a minimum of $250,000 USD upon closing and the remaining outstanding amount of $750,000 USD being paid within 150 days, and (b) $4.0M USD being paid as a royalty, as eight percent of gross revenues from FGMI, on a monthly basis with reporting and payments being due within five business days of each month end. The buyer will assume day-to-day operations and all related costs and responsibilities, with any intercompany loans being forgiven, at the time of closing, which shall occur on or before May 30th, 2019 unless otherwise extended by agreement of the parties.

New Strategy

First Global intends to transform itself from a technology developer and vendor, as well as a bricks and mortar money transmitter in the USA and Canada, into a pure online money transmitter, eWallet, and hosted solutions provider focused on inbound and outbound money transmissions from and to (as well as within) Canada and the USA. The Company understands that this is a significant evolution from its past and current business that will require a realignment of the strategic direction and focus of the business. This will also mean that the roles and people required on a go-forward basis will be different than in the past. To that end, the Company has begun a human resource realignment and intends to continue with the same over the next year. The Company also intends to abandon ambitions of developing or acquiring companies so as to control and own all software. Going forward the Company plans to partner with technology developers rather than focus on internally developing all of its software. Doing so will potentially allow the Company to dramatically reduce personnel and staffing costs, while looking to review shareholder relationships and leveraging its channel partners for sales. However, no such partnership or co-ventures with developers have yet materialized and there can be no assurance that the Company will be in a position to do so. In addition, given the Company’s current financial condition, there can be no assurance as to the Company’s ability to execute on this plan or its ability to acquire the people and resources needed to do so.

Funding

As a result of First Global being subject to the CTO for over a year, the Company has faced funding-related challenges. To pursue its new initiatives, the Company understands and anticipates that a major round of funding and capitalization will be required in the near term. As such, the Company is currently considering options such as a significant debt-for-equity conversion program. However, any such program would require a partial revocation order of the current CTO from the Ontario Securities Commission. The same requirement would apply to any private placement or other financing. There can be no assurance that the Ontario Securities Commission will grant any such partial revocation order.

Background

First Global is an international financial services technology (“FINTECH”) company based in Ontario.

For further information please contact:
Ruth Fraser, Manager
First Global Data Limited
Email: rfraser@firstglobaldata.com
Tel: 416 504-3813

Caution:

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

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.

FORWARD LOOKING INFORMATION

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction.

This press release contains certain “forward-looking information”. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, the plans, initiatives and strategies of the Company, its anticipated needs for funding, its anticipated sale of assets to Azira Corporation the implementation of a debt-for-equity program or the application to, and granting by, the Ontario Securities Commission of any partial revocation order) constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, the ability of the Company to complete the sale transaction with Azira Corporation and raise sufficient funds in a timely manner.

Forward- looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations, include, but are not limited to, the inability of the Company to complete the purchase transaction with Azira Corporation on satisfactory terms, if at all, the Company’s failure to obtain a partial revocation order, the Company’s inability to execute on its future plans and initiatives as currently contemplated or its failure to attract investors or to complete any shares-for-debt conversions with creditors.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44882

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High Mountain Capital Corporation Announces Entering into of an Amalgamation Agreement with Facedrive Inc.

Calgary, Alberta–(Newsfile Corp. – May 17, 2019) – High Mountain Capital Corporation (TSXV: BUZD.P)  (“High Mountain“) is pleased to announce that it, together with its wholly-owned subsidiary, 2696170 Ontario Inc. (“Subco“), has entered into an amalgamation agreement dated May 15, 2019 (the “Amalgamation Agreement“) with Facedrive Inc. (“Facedrive“) pursuant to which Subco will amalgamate with Facedrive (the “Amalgamation“) to complete an arm’s length qualifying transaction (the “Transaction“) in accordance with the policies of the TSX Venture Exchange (the “TSXV“). The Amalgamation is structured as a three-cornered amalgamation and, as a result, the amalgamated corporation will become a wholly-owned subsidiary of High Mountain at the time of the completion of the Amalgamation. Following the completion of the Amalgamation, High Mountain will change its name to “Facedrive Inc.” (the “Resulting Issuer“). The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. Facedrive and High Mountain anticipate closing the Transaction in mid to late July 2019.

About Facedrive

Facedrive is a Toronto-based ridesharing company that operates in the technology sector. Incorporated in Ontario in 2016, Facedrive was created to offer a transportation network that was first and foremost socially responsible and CO2 emissions neutral. Facedrive is a unique people and planet first ride-sharing platform committed to doing business fairly and equitably with both our riders and drivers.

As a community platform, drivers are real partners in Facedrive, benefitting from uniquely customized incentives and rewards that reflect Facedrive’s dedication to shared success and amongst the highest in the ridesharing industry. Facedrive’s commitment to the planet is demonstrated by green-incentives for both drivers and customers because Facedrive believes that we all benefit when empowered individuals make positive choices.

Facedrive customers can request rides in electric, hybrid and gas-powered vehicles through the Facedrive App. Trips on the system offset the CO2 emitted by contributing a portion of the fare to carbon offset, tree planting and other measured, sustainable programs. Facedrive is a first of its kind ridesharing platform that is designed to incentivize and empower the green and socially responsible consumer that is looking to make a meaningful and measurable impact.

Select Financial Information for Facedrive

Based on the audited annual financial statements for Facedrive for the year ended December 31, 2018, Facedrive had gross fees from riders of $58,541, net revenue of $13,579 and a net loss of $1,933,547. As at December 31, 2018, Facedrive had total assets of $200,497, total liabilities of $1,223,334 and a shareholder’s deficiency of $1,022,837.

Facedrive Financing

Before the effective time of the Amalgamation, Facedrive proposes to complete a non-brokered private placement (the “Private Placement“) of subscription receipts (the “Subscription Receipts“). Pursuant to the Private Placement, Facedrive will offer up to $5,000,002 of Subscription Receipts representing 666,667 Subscription Receipts at a price of $7.50 per Subscription Receipt (which is also the Transaction Price, as that term is defined by the TSXV).

Each Subscription Receipt will be exchangeable for one class B share in the capital of Facedrive (a “Facedrive Class B Share“) upon the satisfaction of certain conditions related to the Transaction. Pursuant to the terms of the Amalgamation Agreement, holders of Facedrive Class B Shares exchanged for the Subscription Receipts will receive common shares in the capital of the Resulting Issuer (the “Resulting Issuer Common Shares“) upon completion of the Amalgamation (and subject to the share consolidation, as described under the heading “About the Transaction“) on the basis of 0.473538 Resulting Issuer Common Shares for each Facedrive Class B Share held. The completion of the Private Placement is not a condition to closing the Transaction.

The net proceeds from the Private Placement will be used for scaling the business, launching Facedrive into multiple cities and for general corporate purposes.

Facedrive intends to pay a finder’s fee in connection with the Private Placement of 5% or $0.375 per Subscription Receipt sold.

About the Transaction

Under the terms of the Amalgamation Agreement, at the effective time of the Amalgamation, among other things, each holder of class A shares in the capital of Facedrive (the “Facedrive Class A Shares” together with the Facedrive Class B Shares, the “Facedrive Shares“) and Facedrive Class B Shares shall exchange their Facedrive Shares for Resulting Issuer Common Shares on the basis of 0.473538 fully paid and non-assessable Resulting Issuer Common Share for every one Facedrive Share held. There are currently 12,236,846 Facedrive Class A Shares and 5,945,205 Facedrive Class B Shares outstanding.

Immediately after the completion of the Transaction on a non-diluted basis and after giving effect to the High Mountain consolidation, the current shareholders of High Mountain (assuming exercise of all High Mountain options) will own following the Transaction approximately 132,400 Resulting Issuer Common Shares (1.46%) and the holders of Facedrive Shares existing immediately prior to the Transaction (including any Facedrive Class B Shares issued upon the conversion of the Subscription Receipts) will own following the Transaction approximately 8,609,892 Resulting Issuer Common Shares (95.05%).

Imran Khan, a co-founder of Facedrive and a resident of Canada, and Sayan Navaratnam, a resident of Canada, will hold 22.72% and 24.25% of the Resulting Issuer Common Shares, respectively, each representing a controlling interest in Facedrive following the completion of the Transaction.

High Mountain will hold an annual and special meeting of its shareholder on July 4, 2019 to approve certain matters related to the Transaction, including:

  • the appointment of UHY McGovern Hurley LLP as the auditor and the authorization of the board of directors of High Mountain to fix the remuneration thereof;
  • fixing the number of directors to be elected at five (5);
  • electing directors of High Mountain for the ensuing year;
  • a change in the name of High Mountain from “High Mountain Capital Corporation” to “Facedrive Inc.” or such other name as the board of directors of High Mountain deems appropriate;
  • a new High Mountain stock option plan;
  • a consolidation of the common shares of High Mountain on the basis of one post consolidation common share for every 50 pre-consolidation common shares; and
  • a continuance of High Mountain from a corporation incorporated under the laws of the Province of Alberta to a corporation continued under the laws of the Province of Ontario.

Additional details regarding the annual and special meeting of the shareholders of High Mountain will be available in a management information circular that will be delivered to shareholders of High Mountain in early June 2019. The Amalgamation will be approved by the sole shareholder of Subco and by the shareholders of Facedrive, each by way of a resolution.

The completion of the Amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Note that all of the foregoing figures in this press release have been calculated based on the following assumptions: (i) 666,667 Subscription Receipts are issued pursuant to the Private Placement; (ii) the Private Placement closes in May or June 2019; and (iii) the Transaction closes in July 2019. If these assumptions differ from the foregoing, the number of Resulting Issuer Common Shares held by shareholders of Facedrive will differ.

Arm’s Length Transaction

The Transaction was negotiated by parties who are dealing at arm’s length with each other and therefore, in accordance with the policies of the TSXV, is not a Non-Arm’s Length Qualifying Transaction, as that term is defined by the TSXV.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer.

Sayan Navaratnam – Chief Executive Officer and Director

Sayan Navaratnam graduated from the University of Toronto with a double specialist degree in economics and political science. Mr. Navaratnam has over twenty years of executive experience in technology development, sales and marketing. Mr. Navaratnam was the Chief Operating Officer and a shareholder of ASPRO Technologies Ltd. (“ASPRO“), a company in the business of developing digital video management systems for the security industry. Mr. Navaratnam led the successful sale of ASPRO to a group of investors from New York and Toronto. After ASPRO Technologies Ltd., Mr. Navaratnam joined A. C. Technical Systems Ltd., as the Chief Executive Officer, one of the largest independent security and surveillance systems integrator in Canada. Creative Vistas, Inc. acquired A. C. Technical Systems Ltd. and Mr. Navaratnam became the Chairman of Creative Vistas, Inc. He also is the Chairman of Connex Telecommunications Corporation, one of the largest providers of contact centre technology solutions in Canada.

Mr. Navaratnam currently serves as the Chief Executive Officer and Chairman for Facedrive Inc. and also has ownership interests in several businesses in the technology development and provisioning fields. These businesses include Connex Telecommunications Corporation and all of its subsidiaries, Dependable It, Ossim-view, AC Technical Systems Ltd, Nationwide Solutions, Malar Investment Holdings, Malar Group, Pneutech Rousseau Group, Knowledgehook, DeCosta Social, Bryte Path partners, Hauskey, Dyna Lync, Pulse services, among others. He also serves on the board of a number of these companies.

Junaid Razvi – Executive Vice President, Corporate Secretary and Director

Junaid Razvi has worked in the technology and telecommunications industry for close to 20 years. Mr. Razvi founded Pan Arabia Information Systems (“Pan Arabia“) in 2008 in the United Arab Emirates. Pan Arabia provides telecom related services and solutions to the oil & gas industries along with semi-governmental agencies in Abu Dhabi.

Mr. Razvi co-founded Facedrive with the intent to create the first sustainable ride share platform in Canada. Mr. Razvi, in his capacity as a co-founder, is responsible for looking after all corporate governance and affairs for Facedrive.

Hamilton Jeyaraj – Director

Hamilton Jeyaraj is a family physician and an interventional pain management specialist in Ontario. Dr. Jeyaraj has been in active practice for the past 12 years. He is currently an adjuvant assistant professor for the family medicine residency program at Queen’s University in Kingston, Ontario. Dr. Jeyaraj serves as the Chief Executive Officer of Medical Trust Clinics. Dr. Jeyaraj is the medical director of six clinics across Ontario. Dr. Jeyaraj completed his medical degree in India and completed his family medicine residency at University of Wisconsin in Milwaukee. Dr. Jeyaraj also holds an Honors in Bachelor of Science degree from University of Toronto.

Dominic Burns – Director

Dominic Burns founded A.C. Technical and currently serves as its President, a position which he has held since 1990. Mr. Burns completed his electrical apprenticeship program in Northern Ireland. Mr. Burns graduated from Belfast College of Technology with honors in city & guilds electrical theory and regulations. Mr. Burns also holds a diploma in radio and navigation systems. Mr. Burns has an extensive understanding of quality controls in the avionics industry and has been a pioneer in transferring many of the high-quality standards and controls set in the avionics industry to the security integration market. Mr. Burns has been primarily responsible for expanding A.C. Technical’s presence in Canada and the United States. Mr. Burns has also designed a number of internal technical and marketing programs to expand A.C. Technical’s sales and technical capabilities. Mr. Burns has over 25 years of experience in the security integration industry. Mr. Burns also sits on the advisory board of three industry related companies located in the United States and Canada.

Paul Zed – Director

Paul Zed is counsel at McCarthy Tétrault LLP and also acts as a strategic advisor to the firm. For the past 10 years, Mr. Zed has provided strategic leadership advice within the telecom and technology sector. In September 2015, Mr. Zed was appointed Chairman of the Rogers Enterprise Business Unit (a division of Rogers Communications Inc.) President’s Advisory Board, where he worked on business development projects for the public and private sector. From 2009 to 2015, Mr. Zed served as Chairman of Cisco Systems Canada’s President’s Advisory Board, where the team led the establishment and transformation of the largest technology investment in Canadian history. Mr. Zed was also involved with the establishment of the $150 million Cisco Canada Innovation Program for venture capital start-ups.

Mr. Zed was elected three times serving almost ten years as the Member of Parliament for the federal ridings of Fundy Royal and Saint John. He served as the Chairman of several important committees of the House of Commons in Ottawa including the Standing Committee on Industry, Government Operations and Procedure and House Affairs, Transportation, Infrastructure and Communities. He was also the Parliamentary Secretary to the Leader of the Government and serving two Canadian Prime Ministers.

Heung Hung Lee – Chief Financial Officer

Heung Hung has more than 20 years of experience in financial management and international public accounting. Ms. Lee also has advanced knowledge in financial statement disclosure and audit issues and has extensive international business experience in countries such as the United States, Hong Kong SAR and the Peoples’ Republic of China. She was a manager at BDO Dunwoody LLP from 1999 to 2004. Ms. Lee holds a Bachelor of Business degree from Monash University in Australia. She is a Chartered Accountant in Canada and qualified CPA in Australia.

As Chief Financial Officer of Facedrive, Ms. Lee is responsible for review of financials and creating and implementing strong financial systems within the company. Ms. Lee is also highly involved in creating a platform for growth within Facedrive.

Sponsorship

Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

In this press release, all references to “$” are to Canadian dollars.

* * *

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT“) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

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

Notice regarding forward-looking statements:

This press release includes forward-looking statements regarding High Mountain, Subco, Facedrive, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction and the Private Placement, the terms on which the Transaction and the Private Placement are intended to be completed, the use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction and the Private Placement may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although High Mountain and Facedrive have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and High Mountain and Facedrive undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.

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.

For further information concerning High Mountain Capital Corporation, please contact:

Bill Kanters, President, Chief Executive Officer and Director
Tel: (403) 619-7118

For further information concerning Facedrive Inc., please contact:

Sayan Navaratnam, Chief Executive Officer and Director
Tel: (905) 944-6535

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44877

Disposition of Securities of Green Growth Brands Inc.

Toronto, Ontario–(Newsfile Corp. – May 16, 2019) – On May 16, 2019, GA Opportunities Corp. (“GAOC”) completed the disposition of (the “Repurchase Transaction”) 27,300,000 common shares of Green Growth Brands Inc. (CSE: GGB) (“GGB” or the “Company”), representing approximately 13% of GGB’s outstanding shares. Aggregate consideration for the Repurchase Transaction was C$89 million, or approximately C$3.26 per common share.

The aggregate consideration for the Repurchase Transaction was satisfied by GGB by delivery of a secured promissory note (the “Note”) in the principal amount of C$39,000,000 and cash in the amount of C$50,000,000 to GAOC. The Note is payable in six months from the closing of the Repurchase Transaction and bears interest at 3% per annum.

Immediately after the completion of the Repurchase Transaction, GAOC holds less than 10% of the issued and outstanding common shares of GGB on both a fully-diluted and on a non-diluted basis. GAOC disposed of the securities for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of the Resulting Issuer through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.

This press release is issued in connection with the filing of an early warning report by GAOC pursuant to Section 5.2(3) of National Instrument 62-104 – Take-Over Bids and Issuer Bids and the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues. To obtain a copy of the early warning report filed by GAOC, please refer to the Company’s SEDAR profile at www.sedar.com. GAOC’s head office is located at 2 Bloor St. W., Suite 1805, Toronto, Ontario, M4W 3E2. GAOC is formed under the province of Ontario and its principal business is investments.

For further information or to obtain a copy of the Early Warning Report, please contact: Matt Shalhoub, 416-639-9690 or mshalhoub@gaopportunities.com.

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44857

Early Warning Report in Accordance with Multilateral Instrument 62-104 & National Instrument 62-103

This press release is issued pursuant to Multilateral instrument 62-104 – Take-Over Bids and issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting issues.

Vancouver, British Columbia–(Newsfile Corp. – May 15, 2019) – Van Santen Family Trust (the “Trust”) of Vancouver, British Columbia announces that it has acquired ownership of 4,000,000 common shares of 1021916 B.C. Ltd. (the “Issuer”). Following this acquisition the Trust owns, directly and indirectly 4,000,000 common shares in the capital of the Issuer representing approximately 49.3% of the Issuer’s issued common shares. The shares were issued pursuant to a share acquisition agreement between the Trust and 1961737 Ontario Inc. at a price of $0.015 per share. The shares were acquired for investment purposes, which investment in the Issuer will be evaluated and increased or decreased from time to time at the Trust’s discretion.

A report respecting this acquisition will be electronically filed with the securities Commissions in British Columbia and Alberta and will be available for viewing through the Internet at the Canadian System for Electronic Analysis and Retrieval (SEDAR) at www.sedar.com.

(signed) “Robert van Santen”
Robert van Santen

For further information contact:

John Yang
info@gciventures.com
416 716-9978

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44833

Jury Rules in SEC’s Favor, Finds Brokerage Firm and Two of Its Executives Liable for Fraud

Washington, D.C.–(Newsfile Corp. – May 15, 2019) – Jurors in Manhattan federal court today returned a verdict in the Securities and Exchange Commission’s favor against a brokerage firm and two of its executives.

The SEC charged the brokerage firm, Portfolio Advisors Alliance Inc. (PAA), Howard J. Allen, the indirect owner of PAA, and Kerri L. Wasserman, PAA’s president, with fraud and related charges in connection with making material misrepresentations and omissions in American Growth Funding II LLC (AGF II)’s private placement offering. The SEC alleged that AGF II, which raised capital from investors to provide loans to businesses, and its owner, Ralph C. Johnson, promised investors 12 percent annual returns and falsely claimed in offering documents that its financial statements were being audited each year.  The SEC further alleged that PAA, Allen, and Wasserman knew the offering documents were inaccurate yet continued using them to solicit sales of AGF II securities.

Earlier this year, the SEC obtained a final consent judgment against AGF II and Johnson, who were charged with lying to investors who purchased AGF II’s high-yield securities.

“Brokerage firms have a duty to truthfully disclose all material information about an investment recommended to their customers,” said Marc P. Berger, Regional Director of the SEC’s New York Regional Office.  “Today’s jury verdict demonstrates that PAA and its principals, Allen and Wasserman, participated in this fraud to the detriment of their customers.”

The jury found PAA, Allen and Wasserman liable on all counts, finding that they violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The jury also found that Allen and Wasserman aided and abetted PAA’s violations of those antifraud provisions, and that Wasserman aided and abetted Allen’s violations of those antifraud provisions. In addition, the jury found Allen and Wasserman liable as control persons under Section 20(a) of the Exchange Act for PAA’s violations.

The SEC’s litigation is being conducted by Alexander M. Vasilescu, Richard Hong, Jorge G. Tenreiro, Karen M. Lee, and Raymond Chan.  The investigation that led to the SEC’s litigation was conducted by Gerald Gross and Ms. Lee, with assistance from Thomas Feretic, Lisa Knoop, and Doreen Rodriguez. The case is being supervised by Sanjay Wadhwa.

Gravitas 1st Quarter Financial Statements to be Delayed

Toronto, Ontario–(Newsfile Corp. – May 15, 2019) – Gravitas Financial Inc. (CSE: GFI) (“Gravitas” or the “Company”), announced today that it will be late in filing its interim financial report, MD&A and related certificates for the three months ended March 31, 2019 (the “Quarterly Filings”). The Quarterly Filings are required to be filed no later than May 30, 2019. The late filing of the Quarterly Filings is due to delays in finalizing the annual financial statements, MD&A and related certificates for the year ended December 31, 2018 (the “Year End Filings”). Management of Gravitas expects that the Year End Filings will be filed no later than May 17, 2019 and that the Quarterly Filings will be filed no later than June 15, 2019.

A cease trade order (CTO) was issued by the Ontario Securities Commission (OSC) for failure to file the Year End Filings on April 30, 2019 and will remain outstanding until the Year End Filings have been made and the CTO has been lifted.

As a result of the expected delay in making the Quarterly Filings, Gravitas has requested that its principal regulator, the OSC, issue a management cease trade order (MCTO) that prohibits the CEO and CFO of the Company from trading in securities of Gravitas until two full business days after the Quarterly Filings have been filed. If the MCTO is not issued, Gravitas expects that a CTO will be issued once it is in default of its Quarterly Filings and that this CTO will continue until the Quarterly Filings have been completed and that CTO has been lifted.

The Company intends to satisfy the provisions of the alternative information guidelines in National Policy 12-203 Management Cease Trade Orders until the Quarterly Filings have been made, including the issuance of default status update reports every two weeks during that period.

Forward-looking Statements.

Certain statements in this news release constitute “forward-looking” statements. These statements relate to future events or our future performance. Forward-looking statements include the expected date for filing the Year End Filings and Quarterly Filings and the issuance of an MCTO rather than a CTO. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to vary from those expressed or implied by such forward-looking statements. Forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, any delays in the completion of the auditors’ work on the Year End Filings, delays in completing the Quarterly Filings and any decision of the Ontario Securities Commission to impose a CTO rather than an MCTO. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, The Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release.

ABOUT GRAVITAS FINANCIAL INC.

Gravitas Financial Inc. is a platform company that creates businesses in key traditional and emerging sectors with strong industry partners. Our industry focus includes financial services, fintech, and Sino-Canadian mining. We leverage our unique platform to develop a continuous pipeline of new ventures with significant blue-sky potential. Our platform is complimented by strong investment research and digital investment media groups.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CANADIAN SECURITIES EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

For further information, please contact:

Vikas Ranjan, President, Gravitas Financial Inc.
Email: vikas@gravitasfinancial.com
Phone: 647-352-2666

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44823

Platform 9 Capital Terminates Proposed Qualifying Transaction with Uptempo Inc.

Toronto, Ontario–(Newsfile Corp. – May 15, 2019) – Platform 9 Capital Corp. (TSXV: PN.P) (the “Company“) and Uptempo Inc. (“Uptempo”) announce that at this time they have mutually agreed not proceed with the proposed qualifying transaction previously announced on October 10, 2018, and the term sheet has been terminated by mutual agreement.

About Platform 9 Capital Corp.

The Company is incorporated under the Business Corporations Act (Ontario) and is a Capital Pool Company listed on the TSXV. The Company has no commercial operations and has no assets other than cash. For further information please see the final prospectus of the Company dated May 17, 2018, filed on SEDAR at www.sedar.com.

For further information please contact:

John Travaglini
Chief Executive Officer
(416) 861-1100

Cautionary Notes

Neither the 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44815