Early Warning Report Issued Pursuant to National Instrument 62‐103 Acquisition of Shares of Intrinsic4D Inc.
/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, April 18, 2018 /CNW/ - This press release is being disseminated as required by National Instrument 62‐103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of Intrinsic4D Inc. (NEX:IFD.H) (the "Company") securities by each of Scharfe Holdings Inc. ("Scharfe Holdings") of 1090 West Georgia Street, Suite 488, Vancouver, British Columbia, V6E 3V7 and 2444444 Ontario Inc. ("2444444") of 333 Bay Street, Suite 1700, Toronto, Ontario M5H 2R2.
Scharfe Holdings entered into a share purchase agreement with each of Mosaic Makro Medical Partners, LLC and Jorey Chernett, each of whom is an arms-length third party to Scharfe Holdings, whereby it acquired a total of 34,641,082 Class B Restricted Voting Shares in the capital of the Company ("Class B Shares"). Concurrent with such purchase, Scharfe Holdings assigned 50% of such shares, being 17,320,541 Class B Shares, to 2444444. The purchase price paid in each case was $1.00 in total, which amount was less than the closing market price on the date proceeding the trades.
Following such purchase transaction, Scharfe Holdings and its affiliates now beneficially own 17,320,541 Class B Shares, representing approximately 12.5% of the issued and outstanding voting securities of the Company on a fully‐diluted basis (including both the Class A voting common shares of the Company and the Class B Shares) and 2444444 and its affiliates now beneficially own 17,320,541 Class B Shares, representing approximately 12.5% of the issued and outstanding voting securities of the Company on a fully‐diluted basis (including both the Class A voting common shares of the Company and the Class B Shares).
There is no common ownership of Scharfe Holdings and 2444444 and should not be considered joint actors.
The securities were acquired for investment purposes and each of Scharfe Holdings and 2444444 may increase or decrease its beneficial ownership or control depending on market or other conditions.
This transaction is exempt from the formal take-over provisions of the Securities Act (Ontario) pursuant to section 4.2 of National Instrument 62-103.
A copy of the Early Warning Report may be found on www.SEDAR.com.
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.
SOURCE Intrinsic4D Inc.
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