Basically a reverse takeover but still alive The TSX Venture Exchange has accepted for filing UC Resources Ltd.'s (to be renamed Voyager Digital (Canada) Ltd.) change of business (COB) and related transactions, all as principally described in its filing statement dated Jan. 16, 2019. The COB includes the following matters, all of which have been accepted by the exchange.
Acquisition of all of the shares of Voyager Digital Holdings Inc.
On June 4, 2018, UC Resources entered into a share purchase agreement (SPA) with Voyager Digital Holdings. Pursuant to the SPA, UC Resources acquired all of the issued and outstanding Voyager Digital Holdings shares for $100 and the issuance of 17,984,748 shares to the holders of the Voyager Digital Holdings subscription receipts.
Voyager Digital Holdings is a privately held Delaware company involved in the business of developing a cryptocurrency trading platform using a proprietary execution and routing system.
For additional information, please refer to the filing statement dated Jan. 16, 2019, available under UC Resources' profile on SEDAR.
In conjunction with the above, the company has met the requirements to be listed as a TSX Venture Exchange Tier 2 Company. Therefore, effective Feb. 11, 2019, the company's listing will transfer from the NEX to the TSX Venture Exchange, the company's tier classification will change from the NEX to Tier 2, and the filing and service office will change from the NEX to Vancouver.
There were three tranches of subscription receipt financings that were held in Voyager Digital Holdings. The first tranche closed on May 14, 2018, for 12,236,683 subscription receipts at 30 U.S. cents per subscription receipt, the second tranche closed on July 20, 2018, for 562,500 subscription receipts at 40 U.S. cents per subscription receipt and the third tranche closed on Nov. 15, 2018, for 5,185,565 subscription receipts at 60 U.S. cents per subscription receipt.
The subscription receipts convert into shares of the company upon closing of the COB.
Effective on Feb. 11, 2019, the company's common shares will resume trading on the TSX Venture Exchange, an announcement having been made.