Toronto, Ontario--(Newsfile Corp. - November 19, 2024) - Buzz Capital 2 Inc. (TSXV: BUZH.P) ("Buzz2" or the "Company"), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), announces that further to its news release dated September 24, 2024, it has completed the proposed changes in management and escrow share transfers.
Change of Management and Appointment of New Directors
The new directors and officers of Buzz2 are as follows:
CEO, CFO and Director - Zachary Goldenberg
Director - Dennis Beker
Director - Fraser Hartley
Director - Raymond Harari
Director - Anne McGinnis
"We are excited to assume the stewardship of Buzz2", said Zachary Goldenberg, CEO. "The depth of our board provides us access to a number of prospective acquisitions. We are confident that we will be able to bring shareholders significant value."
Messrs. Patrick Lalonde, Hugo Alves, Chuck Rifici and Lorne Gertner have resigned as directors and/or officers of the Company. The Company would like to thank them for their services.
Escrow share transfers
In conjunction with the change of management, the former directors and officers have transferred their escrowed shareholdings to the new directors and officers of the Company. An aggregate of 4,000,000 escrowed common shares (48.66%) have been transferred. Each of Zachary Goldenberg, Raymond Harari and Anne McGinnis h acquired ownership, control or direction over 1,000,000 escrowed common shares (12.16%). Each of Dennis Beker and Fraser Hartley acquired ownership, control or direction over 500,000 escrowed common shares (6.08%).
The Company has obtained final Exchange acceptance and disinterested shareholder approval to both the changes in management and escrow transfers.
Grant of Stock Options
In conjunction with the change of management, an aggregate of 820,000 stock options have been issued to the new directors in accordance with the terms of the Company's stock option plan as follows: 320,000 stock options to Zachary Goldenberg and 125,000 stock options to each of the other directors.
Each option entitles the holder to acquire one common share of the Company at a price of $0.05 per share for a period of five years from the date of grant.
Early Warning Disclosure Pursuant to National Instrument 62-103
The following portion of this news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports will be filed by Zachary Goldenberg, Raymond Harari and Anne McGinnis in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
Prior to the completion of the escrow transfers and the grant of stock options noted above, each of Zachary Goldenberg, Raymond Harari and Anne McGinnis had no ownership of, or exercised control or direction over, any voting or equity securities of the Company.
After completion of the escrow transfers and the grant of options:
- Zachary Goldenberg owns indirectly, or exercises control or direction over 1,000,000 Buzz2 common shares and 320,000 Buzz2 stock options, representing approximately 12.16% of the issued and outstanding Buzz2 common shares on a non-diluted basis and 14.6% on a fully-diluted basis;
- Raymond Harari owns indirectly, or exercises control or direction over 1,000,000 Buzz2 common shares and 125,000 Buzz2 stock options, representing approximately 12.16% of the issued and outstanding Buzz2 common shares on a non-diluted basis and 12.44% and on a fully-diluted basis; and
- Anne McGinnis owns directly 1,000,000 Buzz2 common shares and 125,000 Buzz2 stock options representing approximately 12.16% of the issued and outstanding Buzz2 common shares on a non-diluted basis and 12.44% on a fully-diluted basis;
Each of Zachary Goldenberg, Raymond Harari and Anne McGinnis: (i) acquired the Buzz2 common shares in connection with the escrow transfer; (ii) hold the Buzz2 common shares for investment purposes; and (iii) do not have any current intention to increase or decrease their beneficial ownership or control or direction over any additional securities of the Company.
About Buzz Capital 2 Inc.
Buzz2, a capital pool company within the meaning of the policies of the Exchange, was incorporated May 8, 2018 and was listed on the Exchange on November 6, 2018. Buzz2 does not have any operations and has no assets other than cash. Buzz's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/230654
