Findev Inc.
TSX VENTURE : FDI

Findev Inc.

December 05, 2016 12:03 ET

Findev Inc. (formerly TransGaming Inc.) closes proposed COB, trading to commence under "FDI"

TORONTO, CANADA--(Marketwired - Dec. 5, 2016) - Findev Inc. (TSX VENTURE:FDI) (formerly TransGaming Inc. ) (the "Corporation") is pleased to announce that it has completed the sale of its predecessor's GameTree TV business and has completed its previously announced proposed change of business from one focused on the digital distribution of games for Smart TVs, next-generation set-top boxes and over-the-top devices, to that of lending to, investing in and financing real estate transactions (the "Proposed COB"), as described in its management information circular dated August 23, 2016 (the "Circular") with respect to the special meeting of its shareholders held on September 16, 2016 and available under the Corporation's profile on SEDAR (www.sedar.com).

The Corporation anticipates that its shares will resume trading on or about Tuesday, December 6, 2016. The Corporation will be listed as a Tier 1 Investment Issuer under TSX Venture Exchange ("TSXV") policies and will trade under its new symbol "FDI".

Name Change and Stock Consolidation

In connection with the Proposed COB, the Corporation changed its name to Findev Inc. and consolidated its then 116,797,889 outstanding common shares on a 35 to 1 basis (3,337,083 post-consolidated).

Private Placements

The Corporation also completed on a post-consolidated basis both a private placement of 2,225,000 subscription receipts to Plazacorp Holdings Limited at a price per subscription receipt of $0.525 and a brokered private placement of 23,085,358 subscription receipts at a price per subscription receipt of $0.60 to various investors in two closings, collectively raising over $15 million in gross proceeds. Cranson Capital Securities Inc. acted as the agent for the brokered private placement and was paid a cash amount equal to six percent (6.0%) of the aggregate proceeds raised by the agent.

All subscription receipts have been converted and funds have been released to the Corporation, resulting in the issuance of 25,310,358 common shares and a total of 23,085,330 common share purchase warrants, half with an 18-month expiry and the other half with a 36-month expiry, and each exercisable at $0.70, provided that the Corporation may in its sole discretion call the warrants if and when and the common shares trade at a price equal to or greater than $1.20 for 5 consecutive days.

Plazacorp Holdings Limited acquired a total of 11,500,000 common shares and 9,275,000 common share purchase warrants in connection with the private placements, and now holds approximately 40% of the Corporation's outstanding common shares.

Change of Financial Year End

The Corporation has changed its financial year end from May 31st to December 31st. A notice of change of financial year end is available under the Corporation's profile on SEDAR (www.sedar.com). The notice of change of financial year end was originally filed on October 27, 2016 and subsequently amended on November 18, 2016.

Board and Management

The directors and officers of the Corporation are now as follows:

  • Brice Scheschuk: Director and Chairman
  • Sruli Weinreb: Director and Chief Executive Officer
  • Anthony Heller: Director
  • David Roff: Director
  • Niall Finnegan: Director
  • Devon Cranson: Director
  • Claude Ayache: Chief Financial Officer
  • Paul Amirault: Corporate Secretary

Escrow

A total of 11,905,237 common shares and 9,676,664 common share purchase warrants of the Corporation (collectively the "Escrowed Securities") are being held in escrow pursuant to a TSXV Form 5D (Value Security) Escrow Agreement among the Corporation, Computershare Trust Company and certain securityholders of the Corporation (the "Escrow Agreement").

Further to the disclosure provided in the Circular in respect of the securities subject to escrow pursuant to the Escrow Agreement, Brice Scheschuk, David Roff and Devon Cranson subscribed for a total of 401,666 subscription receipts (166,666 as to Mr. Scheschuk, 166,666 as to Mr. Roff and 68,334 as to Mr. Cranson) under the private placements following the filing of the Circular, which resulting 401,666 common shares and 401,666 common share purchase warrants are included in the total number of Escrowed Securities set out above.

Advances to Target Projects

In connection with the Proposed COB, the Corporation has advanced mezzanine financing in the amount of $5.5 million to Musee Residences Corp. for the construction of the condominium project known as "Musee - King Adelaide West" in Toronto, Ontario. The loan bears interest at the rate of 10% per annum and matures on December 31, 2017. The Corporation has also advanced mezzanine financing in the amount of $7.5 million to Wellesley Residences Corp. for the construction of the condominium project known as "50 at Wellesley Station" in Toronto, Ontario. The loan bears interest at the rate of 10% per annum and matures on December 31, 2019.

The Corporation is now focused on lending to, investing in and financing real estate development projects and will make other mezzanine loans as described in the Circular, subject to available funds and maintaining unallocated working capital thresholds.

Automatic Securities Purchase Plan

The Corporation confirms that Sruli Weinreb has adopted an automatic securities purchase plan ("Automatic Plan") in accordance with guidance under Ontario Securities Commissions' Staff Notice 55‐701 (the "Guidance"), and the Corporation's insider trading policies.

Mr. Weinreb, has entered into an Automatic Plan that provides for the purchase through a company controlled by him of up to $500,000 worth of common shares of the Corporation over an eight-month term, subject to certain limit order prices.

Canadian securities legislation permits insiders to adopt written Automatic Plans to sell, purchase or otherwise transfer shares in the future (including upon exercise of stock options) according to the Automatic Plan on an automatic basis regardless of any subsequent material non‐public information they receive. Once an Automatic Plan is established, the insider is not permitted to exercise any further discretion or influence over how dispositions or purchases will occur under the Automatic Plan.

Other directors or officers of the Corporation may from time to time adopt Automatic Plans during trading windows. The Corporation will issue a press release to announce the adoption of any other Automatic Plans by its directors or officers.

On behalf of the Company,

Sruli Weinreb, CEO

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward-Looking Statements

Certain statements in this document may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use words like "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Corporation's the most recently filed Annual Report which is available on SEDAR at www.sedar.com.

Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.

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