SPARX TECHNOLOGY INC. (formerly ECC Ventures 3 Corp.)
Notice of change in corporate structure
In accordance with section 4.9 of National Instrument 51-102
Continuous disclosure obligations
Item 1. Names of Parties to the Transaction
Sparx Technology Inc. (formerly ECC Ventures 3 Corp.) (the “Company“), Sparx Technology Inc. (“Price“) and 13255841 Canada Ltd (“Sub-company“), a wholly owned subsidiary of the Company.
Item 2. Description of the Transaction
On March 23, 2022, the Company completed its previously announced reverse takeover (the “TransactionPursuant to the transaction, the Company acquired 100% of the issued and outstanding common shares of Privco in consideration for the issuance of an aggregate of 52,000,000 common shares to former shareholders of Privco. As part of the transaction, the company changed its name to Sparx Technology Inc. and completed a forward split of its issued and outstanding common stock (the “Shares“) on a basis of 1 (old) for 1.2 (new).
In addition: (i) the Company issued 1,348,329 Shares in settlement of $250,000 in principal amount of convertible securities of Privco; (ii) 800,000 Resulting Issuer Units (defined below) in settlement of $200,000 of certain Privco shareholder loans; (iii) $200,000 of certain Privco shareholder loans were repaid from the proceeds of the financing (defined below); and (iv) $60,000 of certain Privco shareholder loans were converted into long-term debt of the Company maturing 16 months after completion of the Transaction. The Company has also issued 1,558,000 Shares to Jane K. Milliken Binns as intermediary in connection with the Transaction.
Immediately prior to the completion of the Transaction, upon satisfaction of certain escrow release conditions, Privco’s 10,616,000 subscription receipts (the “Subscription receipts“) issued pursuant to the previously announced private placement financing (the “Funding“), were automatically exchanged for shares of Privco which were immediately converted into shares of the Company (the “Resulting Issuer Units“) for no additional consideration. Each Resulting Issuer Unit consisted of one share and one-half common share purchase warrant (one “Resulting Issuer Warrant“), each resulting issuer whole warrant entitling its holder to acquire one additional share at a price of $0.35 per share for a period of twelve months from issuance, subject to acceleration in certain circumstances.
In connection with the financing, the Company paid certain intermediaries cash fees totaling $107,600 and issued an aggregate of 430,400 finder’s warrants (the “Fundraising mandates“) to contributors who have introduced subscribers to the Financing. Each Financing Learning Bond is exercisable into one Share at a price of $0.35 per Share for a period of twelve months from the date of issue. All securities issued by the Company in connection with the Financing are free of negotiation.
The Company’s Board of Directors and management team have been reconstituted to include the following individuals: Al Thorgeirson (President and Chief Executive Officer); Spencer Trentini (CFO and Corporate Secretary); Kevin Annison (Head of Global Sales); Jud Lewis-Mahon (head of product and user experience); Drew Craig (director); Mark Binns (director); Brian Brady (director); and Richard Hubbard (director).
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Following the completion of the transaction, the Company has a total of 73,102,329 common shares issued and outstanding, including a total of 51,153,004 common shares which are escrowed and will be released over a period of 36 months from the takeover. of negotiation. An additional 4,546,809 common shares are subject to additional pooling restrictions.
The Company’s common shares began trading on the TSX Venture Exchange under the symbol “SPRX” on March 23, 2022.
Item 3. Effective date of the transaction
March 23, 2022
Item 4. Names of each party that ceased to be a reporting issuer after the transaction and of each continuing entity
Neither party ceased to be a reporting issuer after the transaction. Following the transaction, the Company continues to be a reporting issuer in the provinces of British Columbia and Alberta.
Item 5. The Date of the Reporting Issuer’s First Financial Year-End After the Transaction
N / A.
Item 6. The periods, including comparative periods, if any, of interim financial reports and annual financial statements to be filed for the reporting issuer’s first fiscal year after the transaction.
N / A
Item 7. Documents filed under NI 51-102 that describe the transaction and where they can be found in electronic format
Further details of the Transaction are set out in the Company’s filing statement (the “Filing statement“) dated March 11, 2022. A copy of the Statement of Filing is available under the Company’s profile on SEDAR (www.sedar.com).
Date: March 25, 2022