Fen-Lin Huang Lin

November 19, 2015 11:18 ET

Fen-Lin Huang Lin: Acquisition of Shares of Ellipsiz Communications Ltd.

TORONTO, ONTARIO--(Marketwired - Nov. 19, 2015) - Fen-Lin Huang Lin (the "Offeror") of No. 12, Lane 31, Sec. 4, Chang Rong Road, Tainan, Taiwan. 704 has filed an early warning report in connection with the acquisition or control of 17,160,000 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, through her holding corporation Perfect Paradise Group Limited ("Holdco"), 8.59% and controls, through her husband, Ming-Piao Huang ("Huang"), 2.04%, of the issued and outstanding 161,385,300 Common Shares immediately after such acquisition.

The Offeror acquired, through Holdco, 13,871,000 Common Shares for investment purposes as consideration for 97,000 shares, and the Offeror obtained control, through Huang, of 3,289,000 Common Shares as consideration for 4,000 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 Holdco, 13,871,000 of Holdco'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

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