TSX.V: YEG

Trusted Brand closes QT, changes name to Yorkton

2020-11-18 19:52 ET – News Release

See News Release (C-HAH) Trusted Brand 2016 Inc

Mr. Ben Lui of Yorkton reports

Yorkton Equity Group Inc. (formerly Trusted Brand 2016 Inc.) has closed its previously announced qualifying transaction with 1421526 Alberta Ltd. In accordance with the approvals of the company’s shareholders at the annual general and special meeting held on May 15, 2020, and the special meeting held on Sept. 10, 2020, the company has completed its name change in conjunction with completion of the qualifying transaction.

In addition, the following individuals have been appointed as directors and officers of the company: Bill Smith (chairman and director), Ben Lui (president, chief executive officer and director), Evan Chan (chief financial officer and director), Kevin Saskiw (corporate secretary), Mark Wilbert (director) and Jason Theiss (director).

The TSX Venture Exchange had previously granted conditional acceptance in respect of the listing of the common shares of the company resulting from the qualifying transaction, subject to receipt of final submission documents, which have now been delivered to the exchange. Upon satisfactory review of such final materials by the exchange, the company expects it will be listed on the exchange as a Tier 2 issuer and trading of the Yorkton shares under the new symbol YEG will commence at the opening of markets on Nov. 20, 2020.

In connection with this closing, the company has issued an aggregate of 56,642,113 Yorkton shares to the principals of 1421526 as follows:

• The issuance of 36,862,905 Yorkton shares with a fair market value of 20 cents per Yorkton share for the consideration of $7,372,581;
• The assumption of 1421526’s commitment pursuant to the shareholder loans (being the shareholder loans with each of 991799 Alberta Ltd. and Lui Holdings Corp. in the amount of $498,635 and $3,457,206.68, respectively); the shareholder loans, in the aggregate amount of $3,955,841.68, will be converted into a total of 19,779,208 Yorkton shares with 17,801,287 and 1,977,921 being issued to Lui Holdings and 991799 Alberta, respectively.

The 56,642,113 Yorkton shares issued to the principals of 1421526 are held in escrow pursuant to a TSX Venture Exchange value escrow agreement for Tier 2 issuers and are releasable over a 36-month period following the issuance of a final exchange bulletin. As well, the previously issued 3,962,900 common shares of Trusted Brand 2016 will be reregistered as Yorkton shares.

Furthermore, Yorkton has granted stock options to directors, officers and employees of the company to purchase an aggregate of 769,905 Yorkton shares pursuant to its stock option plan, which are exercisable at a price of 20 cents for a period of five years from the date of grant. The previously issued aggregate of 396,290 options of Trusted Brand will be reregistered as Yorkton options with an amended exercise price of 20 cents and will be exercisable for a period of one year from completion of the qualifying transaction.

Concurrent with the completion of the qualifying transaction, Yorkton completed a non-brokered private placement of 7,804,330 units, at an offering price of 20 cents per unit, for gross proceeds of $1,560,866. Each unit is composed of one Yorkton share and one Yorkton share purchase warrant, entitling the holder to purchase one additional Yorkton share at a price of 30 cents per Yorkton share for a period of three years following the date of closing. In the event the Yorkton shares close at a price of equal to or greater than 50 cents per Yorkton share for a period of greater than 20 consecutive trading days, the term of the warrants shall be automatically accelerated and shortened from three years to 30 calendar days following the date a press release is issued by the company announcing the reduced term, and the issuance of the press release shall be deemed sufficient notice to all warrantholders of the shortened term as a result of the acceleration. The proceeds from the private placement will be used for general working capital.

As a result of the foregoing, the outstanding capital of the company upon completion of the qualifying transaction consists of 68,409,343 Yorkton shares and a total of 1,166,195 options to acquire Yorkton shares.

For further details regarding the qualifying transaction, including detailed profiles of the individuals that have been appointed officers and directors of the company, readers are encouraged to make reference to the filing statement of the company that was filed on Aug. 28, 2020, and is available under the company’s profile at SEDAR.