TORONTO, ONTARIO--(Marketwired - Oct. 28, 2016) - PowerOne Capital Corp. (the "Acquiror") announces that on October 27, 2016, it acquired ownership and control of securities of G4G Capital Corp. ("G4G") as part of a larger private placement of units (each a "Unit") of G4G (the "Transaction").
The Acquiror acquired 5,650,000 Units for $0.20 per Unit for aggregate proceeds of $1,130,000 as part of the Transaction. Each Unit consists of one common share (each a "Share") in the capital of G4G and one warrant to purchase a Share (each, a "Warrant") for an aggregate of 5,650,000 Shares and 5,650,000 Warrants. Each Warrant is exercisable into one Share at a price of $0.27 per Share for a period of three years following the closing date of the Transaction. Assuming that the Acquiror exercises all of the Warrants, the Shares it acquired, together with the Shares issuable upon exercise of the Warrants would represent approximately 24.67% of the outstanding Shares on a partially diluted basis as of October 27, 2016.
Immediately prior to the Transaction Pasquale DiCapo, a joint actor of the Acquiror (the "Joint Actor"), owned 6,600,000 Shares and 425,000 options (each option entitling the Joint Actor to acquire one Share on exercise thereof), representing, on a partially diluted basis, approximately 29.09% of the outstanding Shares prior to the Transaction.
Immediately following the Transaction:
- the Joint Actor owned 6,600,000 Shares and 425,000 options, representing, on a partially diluted basis, approximately 15.34% of the Shares on a partially diluted basis as of October 27, 2016,
- the Acquiror held 5,650,000 Shares and 5,650,000 Warrants, which (assuming exercise of all of the Warrants) would result in the Acquiror owning 11,300,000 Shares or approximately 24.67% of the Shares on a partially diluted basis as of October 27, 2016, and
- on a combined basis, the Acquiror and the Joint Actor own 12,250,000 Shares, 5,650,000 Warrants and 425,000 options, which would result in the Acquiror, together with the Joint Actor, owning an aggregate of 18,325,000 Shares or 40.01% of the outstanding Shares as of October 27, 2016 on a partially diluted basis assuming the exercise of all Warrants and options by the Acquiror and the Joint Actor, as applicable.
The Acquiror acquired the Units for investment purposes, and the Acquiror and Joint Actor may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over additional securities of the securities or otherwise. Neither the Acquiror nor the Joint Actor have any plans related to any of the matters in the enumerated list in Item 5.1 of Form 62-103F1.
To obtain a copy of the report filed pursuant to applicable securities regulations in connection with the foregoing, please contact:
|DSA Corporate Services Inc.
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|Toronto, Ontario M5C 1P1