Five Nines Ventures Ltd.

CNSX : FIV


April 09, 2014 11:50 ET

Five Nines Ventures Ltd. Announces Debts Settlements and Shareholder Approval and Final Court Order for Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 9, 2014) - Five Nines Ventures Ltd. (the "Company" or "Five Nines") (CSE:FIV) is pleased to announce that on December 31, 2013, the Company settled a total debts of $148,550 by issuing 7,427,500 common shares of the Company at a deemed value of $0.02 per share, of which 4,427,500 common shares were issued to a director of the Company. After the debts settlement, the Company has 24,336,668 common shares outstanding as of December 31, 2013.

The Company is also pleased to announce that the Company's Special Meeting (the "Meeting") held on December 10, 2013, the Five Nines shareholders unanimously voted in favour of the special resolution approving the announced spin-off of CanPac Investments Corp. ("CanPac"), 0981609 B.C. Ltd. ("BC0981609"), 0981624 B.C. Ltd. ("BC0981624") and 0981628 B.C. Ltd. ("BC0981628"), wholly owned subsidiaries of Five Nines. The spin-off will be effected by way of a plan of arrangement (the "Arrangement"), subject to among other things, completion of all regulatory filings.

The Company has on December 19, 2013 obtained a final order from the Supreme Court of British Columbia to the implementation of the Arrangement. The Company is pleased to announce that it will be implementing the approved spin-off of CanPac, BC0981609, BC0981624 and BC0981628 to Five Nines shareholders of record on December 31, 2013 (the "Share Distribution Record Date"). The CanPac, BC0981609 and BC0981624 shares will be distributed to Five Nines shareholders first, expected to be in the week of April 14, 2014, with Five Nines holding the BC0981628 shares on behalf of Five Nines shareholders until a later announced date. No action is required by Five Nines shareholders in order to receive shares of CanPac, BC0981609 and BC0981624. Five Nines shareholders will retain their Five Nines share certificates. Shareholders entitled to receive CanPac, BC0981609 shares and BC0981624 shares will receive a DRS advice reflecting their ownership of CanPac, BC0981609 shares and BC0981624 shares, respectively, or their brokerage account will be credited with the shares.

Spin-off of three wholly owned subsidiaries:

Five Nines Ventures Ltd.
(24,336,668 shares as of record date)
Subsidiaries (1 share for every 10 Five Nines shares held)
Transfer from Five Nines:
Cash
Assignment:
LOIs or Business Model
Total fair value of transferred assets per subsidiary
CanPac
(2,433,667 Distributed Shares)
$5,000.00 $1.00 $5,001.00
BC0981609
(2,433,667 Distributed Shares)
$5,000.00 $1.00 $5,001.00
BC0981624
(2,433,667 Distributed Shares)
$5,000.00 $1.00 $5,001.00
BC0981628
(2,433,667 Distributed Shares)
$5,000.00 $1.00 $5,001.00
Aggregate Fair Market Value (Total)
(Aggregate Paid-up Capital - 24,336,668 Five Nines Preferred Shares)

$20,004.00

Pursuant to the Arrangement, shareholders of Five Nines will receive 1 CanPac Share, 1 BC0981609 Share, 1 BC0981624 Share and 1 BC0981628 Share for every 10 Five Nines Shares they hold as of record date of December 31, 2013.

The redemption price of the Five Nines Class A Preferred Shares per share is equal to $20,004/24,336,668 shares and the paid up capital of these Five Nines Class A Preferred Shares per share is equal to $20,004/24,336,668 shares. Therefore, every 10 shares of the Five Nines Preferred Shares redeemed will result a distribution of 1 CanPac Share, 1 BC0981609 Share, 1 BC0981624 Share and 1 0981628 Share to each shareholder. Thus, the Adjusted Cost Base for the Distributed Shares for each of the subsidiaries will equal to the total fair value of assets transferred in divided by the total number of Distributed Shares (ie: $5,001/2,433,667 shares or $0.002055 per share). As a result, shareholders receiving the CanPac Shares, BC0981609 Shares, BC0981624 Shares and BC0981628 Shares should not experience any capital gain on redemption of the Five Nines Class A Preferred Shares. However, shareholders should seek their own professional advice in order to determine the amount of capital gain, if any, they may experience on redemption of the Five Nines Class A Preferred Shares.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Contact Information

  • Five Nines Ventures Ltd.
    David Zamida
    President & Director
    250-999-9519