Chong Gin (Sam) Tan

November 06, 2015 20:59 ET

Chong Gin (Sam) Tan Press Release: Acquisition of Shares of Ellipsiz Communications Ltd.

TORONTO, ONTARIO--(Marketwired - Nov. 6, 2015) - Chong Gin (Sam) Tan (the "Offeror") of 8F, No.96, Section 1, Jianguo North Road, Jhongshan District, Taipei City 10489, Taiwan, R.O.C. has filed an early warning report in connection with the acquisition of 42,971,500 post-Consolidation (as defined below) common shares ("Common Shares") in the capital of Ellipsiz Communications Ltd. (formerly NXA Inc.) (the "Issuer").

As a result of this acquisition, the Offeror holds 26.6% of the issued and outstanding 161,385,300 Common Shares immediately after such acquisition.

The Offeror acquired his 42,971,500 Common Shares for investment purposes as consideration for his 300,500 shares in the capital of Ellipsiz Communications Ltd., a private British Virgin Island corporation ("ECBVI"), cancelled pursuant to a reverse takeover transaction with the Issuer (the "Transaction"). The price of the Issuer's shares on May 19, 2015, being the last day the shares traded prior to the announcement of the reverse takeover transaction, was $0.01 and the shares were acquired at a deemed price of $0.10 per share.

In connection with the Transaction, the Issuer, immediately prior to closing of the Transaction, consolidated the issued and outstanding common shares of the Issuer on the basis of one (1) post-consolidation share for every ten (10) pre-consolidation shares (the "Consolidation").

Pursuant to the terms of a Tier 2 value and surplus security escrow agreement dated November 4, 2015 among the Issuer, Computershare Trust Company of Canada and certain securityholders, including the Offeror, 42,900,000 of the Offeror's Common Shares have been placed in escrow in accordance with TSX Venture Exchange policies.

Further details regarding the Transaction and the parties thereto are contained in the early warning report of the Offeror, press releases of the Issuer dated September 22, 2015, October 30, 2015 and November 5, 2015 and the management information circular of the Issuer dated September 21, 2015 (the "Circular"), which are accessible on SEDAR.

The exemption from securities legislation being relied on by the Offeror is set out under Section 2.11 of National Instrument 45-106 as the acquisition was made pursuant to a business combination and reorganization.

Contact Information

  • Ellipsiz Communications Ltd.
    Douglas Bolton
    Vice President - Finance
    647-343-6936