VANCOUVER, July 25, 2018 /CNW/ -
TSX VENTURE COMPANIES
BRAILLE ENERGY SYSTEMS INC. ("BES")
[formerly Mincom Capital Inc. ("MOI")]
BULLETIN TYPE: Reverse Takeover-Completed/Symbol Change, Resume Trading, Private Placement-Non-Brokered, Name Change
BULLETIN DATE: July 25, 2018
TSX Venture Tier 2 Company
Reverse Takeover
TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ("RTO") described in its Information Circular dated August 28, 2017.
The RTO consists of the acquisition of 89.95% of the issued and outstanding shares of Braille Holdings, Inc., by way of share purchase agreement, in consideration of i) US$500,000 in cash, ii) US$500,000 by way of interest free promissory note payable by January 1, 2020, and, iii) the issuance of 10,000,000 common shares of the Company at a deemed price of US$0.10 per share to Grafoid Inc.
A total of 10,000,000 common shares to Grafoid Inc. pursuant to the RTO are escrowed pursuant to Exchange Tier 2 Value Escrow Agreement.
The Company is classified as a "Battery manufacturing" Issuer (NAICS Number: 33591).
For further information, please refer to the Company's Information Circular dated August 28, 2017, available on SEDAR.
Resume Trading
Further to TSX Venture Exchange's Bulletin dated October 18, 2016, trading in the securities of the Resulting Issuer will resume at the opening on Friday, July 27, 2018.
Effective at theopening on Friday, July 27, 2018, the trading symbol for the Company will change from "MOI" to "BES".
Private Placement- Non-Brokered
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement:
| Number of Common Shares: | 19,000,000 Common Shares |
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| Purchase Price: | US$0.10 per Common Share |
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| Warrants: | 19,000,000 share purchase warrants to purchase 19,000,000 common shares. |
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| Warrant Exercise Price: | $0.18 per common share for a 48 month period |
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| Number of Placees: | 11 Placees |
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| Insider / Pro Group Participation: |
| Name | Insider = Y / Pro Group = P | Number of Shares |
| Grafoid Inc. | Y | 4,700,000 |
The Company has issued a news release dated June 22, 2018, in connection with the closing of that private placement.
Name change
Pursuant to a special resolution passed by shareholders on October 5, 2017, the Company has has changed its name from "Mincom Capital Inc." to "Braille Energy Systems Inc." as part of the RTO. There is no consolidation of capital.
Effective at the opening of business on Friday, July 27, 2018, the common shares of "Braille Energy Systems Inc." will commence trading on TSX Venture Exchange, and the common shares of "Mincom Capital Inc." will be delisted.
| Post-Transactional Capitalization: | Unlimited common shares with no par value of which 47,012,257 common shares are issued and outstanding |
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| Escrow: | 22,068,333 common shares, 793,602 stock options and 4,700,000 warrants of which 3,312,083 shares, 198,400 stock options and 470,000 warrants are released at the date of this bulletin |
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| Transfer Agent: | Computershare Investor Services Inc. – Montreal and Toronto |
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| Trading Symbol: | BES | (NEW) |
| CUSIP Number: | 10489B104 | (NEW) |
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| Company Contact: | Ms. Judith Mazvihwa-MacLean, CFO |
| Company Address: | 945 Princess St. Kingston, Ontario K7L 0E9 |
| Company Phone Number: | (613) 241-4040 |
| Company Fax Number: | (613) 241-8632 |
| Company Email Address: | judith@mincomcapital.com |