EX-99.252 9 exhibit99-252.htm EXHIBIT 99.252 Peak Fintech Group Inc.: Exhibit 99.252 - Filed by newsfilecorp.com

FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities1)

Name of Listed Issuer:

 

 

Symbol(s):

Peak Fintech Group Inc. (the "Issuer").

 

 

PKK
       

Date: September 29, 2021

 

 

 
     

Is this an updating or amending Notice:

☐ Yes

☒ No

If yes provide date(s) of prior Notices: N/A.

Issued and Outstanding Securities of Issuer Prior to Issuance. 82,520,176

Pricing

Date of news release announcing proposed issuance: or

Date of confidential request for price protection: August 13, 2021.

Closing Market Price on Day Preceding the news release: _________ or

Day preceding request for price protection: $9.39.

Closing

Number of securities to be issued: 11,133,326.

Issued and outstanding securities following issuance: 93,653,502

Instructions:

1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.

2. Complete Table 1A - Summary for all purchasers, excluding those identified in Item 8.

3. Complete Table 1B - Related Persons only for Related Persons

4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.

5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction

6. Post the completed Form 9 to the CSE website in accordance with Policy 6 - Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 1

Part 1. Private Placement

Table 1A - Summary

Each jurisdiction in which purchasers
reside

Number of
Purchasers

Price per Security

Total dollar value
(CDN$) raised in the
jurisdiction

 

 

 

 

 

 

 

 

Total number of purchasers:

 

 

 
 Total dollar value of distribution in all jurisdictions:  

Table 1B - Related Persons


Full Name
& Municipali
ty of
Residence
of Placee

Number of
Securities
Purchased
or to be
Purchased

Purchase
price per
Security
(CDN$)

Conversion
Price (if
Applicable)
(CDN$)

Prospectus
Exemption

Total Securities
Previously
Owned,
Controlled or
Directed

Payment
Date(1)

Describe
relations
-hip to
Issuer
(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

1. Total amount of funds to be raised: __________________________________________________________________.

2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance
                     of the transaction without reference to any other material.______________________________________.

3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: ____________________________.

.

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 2

4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.

5. Description of securities to be issued:

(a) Class __________________________________________________________________________________ .

(b) Number________________________________________________________________________________ .

(c) Price per security_________________________________________________________________________ .

(d) Voting rights_____________________________________________________________________________

6. Provide the following information if warrants, (options) or other convertible securities are to be issued:

(a) Number ________________________________________________________________________________ .

(b) Number of securities eligible to be purchased on exercise of warrants (or options)

 ______________________________________________________________________________________  .

 ______________________________________________________________________________________  .

(c) Exercise price __________________________________________________________________________ .

(d) Expiry date________________________________________________________________________________ .

7. Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount _______________________________________________________________ .

(b) Maturity date_______________________________________________________________________________ .

(c) Interest rate ____________________________________________________________________________ .

(d) Conversion terms ___________________________________________________________________________ .

(e) Default provisions ___________________________________________________________________________ .

8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):

(b) Cash __________________________________________________________________________________ .

(c) Securities_______________________________________________________________________________ .

(d) Other __________________________________________________________________________________ .

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 3

 

(e) Expiry date of any options, warrants etc. _____________________________________________________ .

(f) Exercise price of any options, warrants etc. ___________________________________________________ .

9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship ___________________________________________________

 ________________________________________________________________________________________________ .

10. Describe any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.).

 ________________________________________________________________________________________________ .

11. State whether the private placement will result in a change of control.

 ________________________________________________________________________________________________ ..

12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. ___________________________________________________________________________

 ________________________________________________________________________________________________ .

 ________________________________________________________________________________________________ .

13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 4

Part 2. Acquisition

1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: All of the issued and outstanding shares in the capital of Cubeler Inc., an analytics and AI company located in Montreal. Cubeler Inc. developed and owns the world-wide commercial rights to the technology at the core of the Issuer's Business Hub. Through its business development ecosystem, Cubeler Inc. provides its members with funding and credit offers from banks and other lending institutions, the ability to connect and network with other business owners, timely market intelligence on various industries, and advertising opportunities, all for free. Cubeler Inc. leverages the data collected throughout its ecosystem to develop and commercialize a series of analytics and AI-based applications.

2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: The Issuer acquired 100% of the issued and outstanding shares of Cubeler Inc. from its shareholders in exchange for $1,000,000 in cash and 11,133,326 common shares of the Issuer, which represents approximately 10% of the Issuer's issued and outstanding common shares on a fully-diluted basis following the closing of the transaction (the "Acquisition"). The Issuer's common shares received by Cubeler's shareholders will initially be restricted for a four-month period, following which 50% of the shares will be free-trading and the remaining 50% will be released and become free-trading over a two-year period on the anniversary date of the Acquisition. The Acquisition is expected to constitute a "related party transaction", as defined within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as Johnson Joseph, Chief Executive Officer and director of Peak; Liang Qiu, director of Peak; Jean Landreville, Chief Financial Officer of Peak; Charles-André Tessier, director of Peak; and Mark Dumas, director of Peak (collectively the "Related Parties"), are all shareholders of Cubeler. The Acquisition will be exempt from (i) the formal valuation requirements of Section 5.4 of MI 61-101 by virtue of Subsection 5.5(a) of MI 61-101, and (ii) the minority shareholder approval requirements of Section 5.6 of MI 61-101 by virtue of Subsection 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the consideration to be received by the Related Parties shall not exceed an amount equal to 25% of the Issuer's market capitalization.

3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

(a) Total aggregate consideration in Canadian dollars: $105,541,931.14.

(b) Cash: $1,000,000.

(c) Securities (including options, warrants etc.) and dollar value: 11,133,326 common shares / $9.39 price per share for total aggregate value of $104,541,931.14.

(d) Other: N/A.

(e) Expiry date of options, warrants, etc. if any: N/A.

(f) Exercise price of options, warrants, etc. if any: N/A.

(g) Work commitments: N/A.

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 5

 

4. State how the purchase or sale price was determined (e.g. arm's-length negotiation, independent committee of the Board, third party valuation etc). The purchase price was determined with the help of a pricing report produced on Cubeler Inc. by a third-party business valuation company mandated by an independent committee of the board of directors. The Issuer also received a fairness opinion from an independent third-party with regard to the purchase price (see details in item 5 below).

5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: An Estimate Pricing Report on Cubeler Inc,, dated August 15, 2021 was produced by Evans & Evans Inc., in which the price of Cubeler was estimated to be between $94,730,000 and $103,120,000; A Fairness Opinion report by Harris Capital Corporation, dated September 22, 2021 concluded that the transaction and the price paid for Cubeler Inc was fair for the shareholders of Peak.

6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows: 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 6

 

Name of Party (If
not an individual,
name all insiders
of the Party)		 Number and Type
of Securities to be
Issued		 Dollar value per
Security (CDN$)		 Conversion price
(if applicable)		 Prospectus
Exemption		 Total Securities,
Previously
Owned,
Controlled or
Directed by Party		 Describe
relationship to
Issuer(1)
Johnson Joseph 2,711,148 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 433,506 common shares, 1,051,000 options to purchase common shares and 87,500 common shares purchase warrants Chief Executive
Officer and
Director of the
Issuer
Liang Qiu 1,672,836 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 2,060,501 common shares (1,710,501 directly and 350,000 by spouse), 892,850 options to purchase common shares and 547,500 common shares purchase warrants Director of the
Issuer
Kerrigan Turner 442,244 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Adatif International
Ltd.		 942,172 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 1

ThreeD Capital
Inc.		 322,069 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
1313366 Ontario
Inc.		 163,438 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Park Place Ltd. 903,716 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Georges Hebert 365,332 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Claude Veillette 326,876 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Cathy Hume 317,262 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Pierre Lalonde 312,455 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Bruce Bent 302,841 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Services-Conseils
L. Bolduc inc.		 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 2

Laval Bolduc 240,350 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Serge Beausoleil 240,350 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
John Ryan 240,350 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Claude Theroux 216,315 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Barbara Hickson 187,473 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Chris Symeon 158,631 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Martin Tremblay 134,596 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Sanjay and Neeraj
Sharma		 105,754 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Yves Renaud 96,140 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 3

Mayco Quiroz 96,140 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Tim Cassios 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Tumer Bahcheli 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Edward Vranic 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Luis Rocha 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Denis Boisse 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Jing Jing Zhang 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Matias Traub 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Jean-Rene Lavoie 48,070 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 4

Viviane Laplante 43,263 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Dorothy-Anna
Orser		 28,842 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Charles-Andre
Tessier		 24,035 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 120,749 common
shares and
424,750 options to
purchase common
shares		 Director of the
Issuer
Mark Dumas 24,035 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 341,645 common
shares and
360,650 options to
purchase common
shares		 Director of the
Issuer
Jean Landreville 24,035 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 218,400 common
shares. 707,500
options to
purchase common
shares and
135,000 common
share purchase
warrants		 Chief Financial
Officer of the
Issuer
Chad McLeming 24,035 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related
Ashley Perry 24,035 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 5

Jean-François
Lemay		 9,614 common
shares		 9.39 n/a Take-Over Bid
(section 2.16 of
45-106)		 unknown Not related

(1) Indicate if Related Person 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 6

7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: A due diligence of Cubeler Inc. and its shareholders was undertaken by management and its advisors, consistent with transactions of this nature.

8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): N/A.

(b) Cash N/A.

(c) Securities N/A.

(d) Other N/A.

(e) Expiry date of any options, warrants etc. N/A.

(f) Exercise price of any options, warrants etc. N/A.

9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.

10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A.

Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.

2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

3. the Issuer has obtained the express written consent of each applicable individual to:

(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and

(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time

4. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 1

 

5. All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated September 29, 2021.

    Johnson Joseph
    Name of Director or Senior Officer
     
    /s/ Johnson Joseph
    Signature
     
    Chief Executive Officer and Director
    Official Capacity

 

 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 2

Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, "CSE or the "Exchange") collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

• To determine whether an individual is suitable to be associated with a Listed Issuer;

• To determine whether an issuer is suitable for listing;

• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;

• To conduct enforcement proceedings;

• To ensure compliance with Exchange Requirements and applicable securities legislation; and

• To fulfil the Exchange's obligation to regulate its marketplace.

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street - 9th Floor, Toronto, ON, M5J 2W4. 

 

FORM 9 - NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 3