Toronto, Ontario--(Newsfile Corp. - August 29, 2022) - Essex Oil Ltd. (the "Company" or the "Issuer") announces that, today, the Ontario Securities Commission (the "OSC") has granted a partial revocation (the "Partial Revocation") of a cease trade order ("CTO") previously issued by the OSC on November 3, 2016 for failing to file certain outstanding continuous disclosure documents. The Partial Revocation permits the Company to complete a private placement transaction (the 'Transaction") for the purpose of filing continuous disclosure documents, accounting, auditing, transfer agent, corporate service providers, filing fees and the application for a full revocation of cease trade order.
The Partial Revocation of the CTO was pursued in order to be able to complete a proposed private placement of up to 75,000,000 common shares in the province of Ontario (the Transaction), at a price of C$0.002 per common share. The subscribers will be Robert Salna and Robert Wyllie, a director of the Company, subscribing for a total principal amount of $150,000 CDN.
Mr. Robert Salna currently owns 24,526 common shares of the Issuer while Mr. Robert Wyllie is a director of the Issuer and currently owns 620,000 common shares of the Issuer. After the Transaction, Mr. Salna will own directly or indirectly an additional 72,500,000 common shares with a final total of 72,524,526 common shares representing 71,7% of the outstanding shares post Transaction. Mr. Wyllie will own an additional 2,500,000 common shares with a final total of 3,120,000 common shares representing 3% of the outstanding common shares post Transaction. The Transaction is expected to materially affect control of the Company.
The subscription by Robert Wyllie pursuant to the Transaction is considered to be a related party transaction subject to Multilateral Instrument 61-101. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(b) as the issuer is not listed on specified markets and 5.7(b) of Multilateral Instrument 61-101, as the fair market value of the Transaction is not more than $2,500,000.
The Transaction will be conducted on a prospectus exempt basis with subscribers in Ontario who satisfy the requirements of sections 2.3 (Accredited Investor) and 2.5 (Family, Friends, and Business Associates) of National Instrument 45-106 Prospectus Exemptions (NI 45-106).
Prior to completion of the Transaction, each participant will receive a copy of the CTO and the Partial Revocation, and will be required to provide an acknowledgement to the Company that all of the Company's securities, including the common shares issued in connection with the Transaction, will remain subject to the CTO until such orders are fully revoked, and that the granting of the Partial Revocation by the Ontario Securities Commission does not guarantee the issuance of a full revocation order in the future. In addition, all common shares issued pursuant to the Transaction will be subject to a hold period of four months and a day from the closing date of the Transaction.
The Partial Revocation Orders will terminate on the earlier of: (i) the completion of the Transaction, and (ii) August 29, 2022, being 60 days from the date on which the Partial Revocation Orders were issued. There can be no assurances that the Transaction, will be completed on the terms set out herein, or at all, or that the proceeds of the Transaction will be sufficient for the purposes of the Company.
The Company does not have any definitive plans in place for the operation of the business at this time. However, the Company will proceed in an application for a full revocation of cease trade order in order to search for a business reverse take-over, merger, amalgamation or other form of combination.
The Company has filed a Material Change Report on SEDAR.
For more information, please contact:
Essex Oil Ltd.
Dominique Monardo, CEO
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