TORONTO, Dec. 12, 2022 (GLOBE NEWSWIRE) — Ocham’s Razor Capital Limited (“Ocham’s Razor” or the “Company”) announced today that the Company has completed a debt settlement transaction issuing 5,413,708 common shares at a deemed price of $0.05 per common share to settle indebtedness in the amount of $270,685.43 (the “Debt Settlement”). The indebtedness relates to past accounting, filing and bookkeeping services provided to the Company as well as cash advances provided to the Company to enable it to meet its working capital requirements. All common shares issued pursuant to the Debt Settlement are subject to a four-month hold period from the date of issuance.
Pursuant to the Debt Settlement, Mr. Carmelo Marrelli of Kleinburg, Ontario acquired ownership of 5,413,708 common shares of the Company, representing approximately 69.8% of the outstanding common shares of the Company following the Debt Settlement. Prior to the Debt Settlement, Mr. Marrelli did not own any common shares of the Company. Mr. Marrelli has advised the Company that the common shares acquired pursuant to the Debt Settlement are being held for investment purposes, and depending on market and other conditions, he may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise. As the shareholding of Mr. Marrelli after the Debt Settlement exceeds 10% of the issued and outstanding common shares, in accordance with the requirements of the National 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, an Early Warning Report respecting the acquisition of common shares by Mr. Marrelli will be filed under the Company’s SEDAR Profile at www.sedar.com.
Two of the Company’s three directors are employed by companies controlled by Mr. Marrelli and, as such, the Debt Settlement may be considered to be a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”), requiring the Company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval. The Debt Settlement is exempt from the valuation requirement of MI 61-101 by virtue of the exemption set out in section 5.5(1)(b), as the Company’s securities are not listed on certain specified markets. The Company is relying on the financial hardship exemption to the minority shareholder approval requirement set out at section 5.7(e) of MI 61-101, on grounds that, prior to the Debt Settlement the Company was insolvent and in serious financial difficulty, the Debt Settlement was designed to improve the Company’s financial condition, the Company has at least one independent director in respect of the transaction, and such independent director supports the transaction for the reasons stated above, and considers the transaction to be reasonable given the Company’s circumstances.
For additional information or, in the case of Carmelo Marrelli, to obtain a copy of his early warning report, please contact:
President & CEO
E-mail : firstname.lastname@example.org
Tel : 416-848-0106
E-mail : email@example.com
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