Post by
Zerosum on Jan 16, 2015 9:48pm
News
QUISITION OF SHARES OF THELON CAPITAL LTD. BY JOHN MILLER AND HEE JUNG CHUN
John Miller and Hee Jung Chun of Suite 200, 1455 Ellis St., Kelowna, B.C., V1Y 2A3, have each filed an early warning report in connection with the acquisition of 22,306,368 common shares by each of the offerors, or a total of 44,612,736 common shares, in the capital of Thelon Capital Ltd.
Each of the Offerors acquired ownership of 22,306,368 common shares of Thelon Capital Ltd., collectively 44,612,736 common shares. As a result of this acquisition, each of the Offerors, holds 35.23%, and collectively 70.46%, of the issued and outstanding 63,311,110 common shares of the Issuer immediately after such acquisition. Hee Jung Chun and John Miller may be considered a joint actor of each other.
John Miller acquired his 22,306,368 common shares of the Issuer in exchange for his 10,800 Class "A" Voting Common shares without par value in the capital of THC Meds Inc., a private British Columbia corporation, and Hee Jung Chun acquired her 22,306,368 common shares of the Issuer in exchange for 10,800 Class "A" Voting Common shares without par value in the capital of T.H.C Medical Systems Ltd., a private British Columbia corporation, in a reverse takeover transaction with the Issuer pursuant to a Share Exchange Agreement (as described below). The last closing price of the Issuer prior to its delisting on the TSX Venture Exchange was $0.045 per share and on the basis of this closing price, the 44,612,736 common shares of the Issuer would represent an approximate price of $2,007,572. The common shares of the Issuer are not listed for trading on any public market.
The acquisition was made in connection a Share Exchange Agreement, dated January 14, 2015 (the "Agreement") among Thelon Capital Ltd., THC Meds Inc., T.H.C. Medical Systems Ltd. (together, the "Target Companies") and shareholders of the Target Companies. Pursuant to the Agreement, the Offerors will be issued, and they intend to acquire, approximately 6,498,950 common shares of the Issuer each (the "Earn-Out Shares") in the event that the Issuer obtains a license pursuant to Canada's Marihuana for Medical Purposes Regulations.
Pursuant to stock restriction agreements dated January 15, 2015 with the Issuer (the " Stock Restriction Agreements"), each of the Offerors agreed not to transfer or otherwise dispose of their aggregate 44,612,736 common shares and any Earn-Out Shares except that such restriction will not apply to proportions of the shares vesting as follows:
Vesting Date Proportion of Vested Shares
On the date the Issuer's common shares 1/10 of the common shares
listed (the "Listing Date")
6 months after the Listing Date 1/6 of the remainder of the
common shares
12 months after the Listing Date 1/5 of the remainder of the
common shares
18 months after the Listing Date 1/4 of the remainder of the
common shares
24 months after the Listing Date 1/3 of the remainder of the
common shares
30 months after the Listing Date 1/2 of the remainder of the
common shares
36 months after the Listing Date The remainder of the common
shares
and provided however that such restrictions will not apply to: (i) a transfer of the common shares to any director, officer, employee or consultant of the Issuer; (ii) a transfer of the common shares to the Issuer pursuant to a redemption initiated by the Issuer; or (iii) a transfer during the Offeror's lifetime or on the Offeror's death by will or intestacy to the Offeror's beneficiaries or a trust for the benefit of the Offeror's beneficiaries; so long as any such transferee agrees to the same transfer restrictions.
The exemption from securities legislation being relied on by the Offerors is set out under Section 2.16 of National Instrument 45-106 as the acquisition was made under an exempt take- over bid.