RE:RE:RE:Down
You are correct on amalgamation and RTO but I can't find the details on share release timelines.. or is that standard with all RTOs? I am gonna call myself idiot if I missed this one.. but timing couldn't be any better since stock taking down hard, better to suck it up now then when we move up again.
CB
Here are details:
Amalgamation and private placement
On February 11, 2015 Convalo and Valiant Minerals Ltd. (“Valiant”), a corporation incorporated under the BCBCA and listed on the Exchange, completed a triangular amalgamation (the “Amalgamation”), whereby Valiant amalgamated with a wholly owned subsidiary of Convalo, 0986282 B.C. Ltd. (the “Amalgamation Entity”), to form an amalgamated corporation (named Convalo Health Corp.). As a result of the Amalgamation all of the property and assets of Valiant and the Amalgamation Entity became the property and assets of Convalo Health Corp., and all of the liabilities and obligations of Valiant and the Amalgamation Entity became liabilities of Convalo Health Corp. Following the Amalgamation, Convalo obtained the listing status on the Exchange and Valiant ceased to be a reporting issuer.
The Amalgamation provided for the issuance of 5,900,000 Convalo common shares to the Valiant shareholders being one Convalo common share issued in exchange for every two Valiant common shares issued and outstanding. Convalo Health Corp. issued to Convalo one fully paid issued and outstanding common share in the capital of the Convalo Health Corp. in exchange for each one Amalgamation Entity common share held and subsequently Convalo Health Corp. became a wholly owned subsidiary of Convalo. Since Valiant was a capital pool company and therefore not a business as defined by IFRS 3 Business Combinations the transaction has been accounted for as a purchase of Valiant’s net assets and not a business combination. The fair value of the shares issued by Convalo in connection with the Amalgamation has been accounted for in accordance with IFRS 2 Share Based Payments and the assets and liabilities of Valiant have been recorded at their carrying value as of the closing date as follows:
In conjunction with the Amalgamation, Valiant completed a non-brokered private placement of 58,140,000 subscription receipts at a price of $0.05 per subscription receipt for aggregate gross proceeds of $2,907,000. Each subscription receipt issued in connection with the private placement entitled the holder, just prior to the Amalgamation, to acquire one common share in the capital of Valiant and (i) one-half of one transferable share purchase warrant (a "Valiant A Warrant"), with each whole Valiant A Warrant entitling the holder to acquire one Valiant Share at a price of $0.10 per share until the date that is the earlier of (a) thirty (30) months from the date of issuance, and (b) ninety (90) days following the Amalgamation, and (ii) one-half of one transferable share purchase warrant (a "Valiant B Warrant"), with each whole Valiant B Warrant entitling the holder thereof to acquire one Valiant Share at a price of $0.10 per share until the date that is the earlier of (a) thirty (30) months from the date of issuance, and (b) twelve (12) months following the Amalgamation. In connection with the private placement 3,978,800 broker warrants were issued at an exercise price of $0.05 per Valiant share exercisable for a period of 24 months. Pursuant to the Amalgamation each Valiant share, A Warrant and B Warrant issued pursuant to a subscription receipt, and each broker warrant issued pursuant to the private placement was exchanged for similar securities of Convalo on a one for two basis, and with the exercise price of the warrants increased by 100%. As a result, immediately following the Amalgamation, Convalo issued 29,070,000 shares at $0.10 per share, 29,070,000 warrants exercisable at $0.10 per share and 1,989,400 broker warrants exercisable at $0.10 per share. The warrants issued were valued at $318,760 and the broker warrants were valued at $104,490. Costs directly attributable to the private placement amounted to $198,890.
During the six months ended May 31, 2015, a total of 47,047,050 warrants and 3,289,753 broker warrants were exercised at a weighted average exercise price of $0.1935 per share for total proceeds of $9,739,745. Costs directly attributable to the conversion into common stock amounted to $131,720.