VANCOUVER, BC, May 27, 2022
/PRNewswire/ -- Verisante Technology Inc. (NEX: VRS.H) is pleased
to announce that it expects trading on the NEX board of the TSXV to
be reinstated shortly following the full revocation of the Failure
to File Cease Trade Order ("FFCTO") dated April 6, 2022, from its principal regulator, the
British Columbia Securities Commission.
Corporate Update
In early 2018 Verisante Technology Inc. discontinued its medical
device business and entered into an RTO transaction with SIM Co.
Ltd. The Company did not file consolidated financial
statements on time and an FFCTO, dated May
4, 2018, was issued by the BC Securities Commission, as
principal regulator, and on behalf of ASC and OSC. While the
Company's shares were suspended from trading, the Company was
transferred from the TSXV to the NEX board effective October 29, 2018. The Share Exchange
Agreement with SIM Co. Ltd. was subsequently terminated on
January 10, 2020.
Partial FFCTO Revocation Order
On September 8, 2021, the BC
Securities Commission issued a Partial Revocation Order to permit a
director to loan the Company $150,000
at 10% annual interest to fund the necessary accounting, audit
fees, and filing fees to bring the Company up to date with its
financial reporting requirements. The Company proceeded to
complete, and file on SEDAR, audited financial statements and
associated MD&A for the years ended December 31, 2017, 2018, 2019, 2020, and
2021.
Full FFCTO Revocation Order
On April 6, 2022, the BC
Securities Commission issued a full revocation order with respect
to the May 4, 2018, FFCTO. The
order was also made on behalf of the ASC and OSC.
Management and Board of
Directors
The officers and directors who were appointed in 2018 as part of
the terminated RTO resigned from the Company's board as
follows. Peter Xu resigned as
CFO and director on March 1,
2019. U Aung Kyaw, Guang Yu Li
and Kay Zin Myo Nyunt resigned from
the board of directors on December
15, 2019. On August 3,
2021, Emmeline Braun was
appointed as CFO and director. The current board consists of
three directors: Thomas Braun,
Jake Thiessen and Emmeline Braun. More detailed information
can be found in the Company's MD&A Corporate Governance
Supplement, dated March 31, 2022, on
SEDAR.
Annual General Meeting
The Company intends to hold an AGM on July 6, 2022 and expand the size of the board
from three directors to four to accommodate an additional
independent director who will be appointed to the Company's audit
committee. A notice of meeting and record date was filed on
SEDAR on May 12, 2022.
Shares for Debt and Private
Placement
On April 23, 2018, the Company
announced that it had entered into debt settlement agreements
(collectively "Shares for Debt Transactions") with certain
creditors of the Corporation, to settle $757,709.10 of outstanding debt. These
transactions are subject to further TSX-V review and acceptance.
The Shares for Debt Transactions can only be settled in
Company shares once a price reservation can be determined upon
reinstatement to trading. All shares issued pursuant to the
Shares for Debt Transactions will be subject to a
four-month-plus-one-day hold period from the date of issuance.
Some Shares for Debt Transactions involve directors of the
Company and therefore constitute related party transactions under
Multilateral Instrument 61-101 - Protection of Minority
Securityholders in Special Transactions ("MI 61-101"). The Company
has determined that it is exempt from the minority approval and
formal valuation requirements under MI 61-101 in respect of the
Shares for Debt Transactions, relying on the exemptions found in
sections 5.5(1)(a) and 5.7(1)(a) of MI 61-101. The participation by
directors in the Shares for Debt Transactions has been approved by
directors of the Company who are independent in connection with
such transactions.
The Company also received a proposed private placement for
$10,000 on April 27, 2018 for 200,000 common shares at a
price of $0.05. No finders'
fees will be paid in connection with either of the
transactions. A further news release will be provided
upon completion of the proposed Shares for Debt and Private
Placement Transactions.
Current Business Strategy
Verisante's current business strategy is to identify and
complete a business combination with a company in one of its target
sectors that demonstrates significant growth potential and/or value
creation opportunities for shareholders. While the Company
may pursue a target in any industry, they intend to focus their
search on companies that meet their acquisition target
characteristics within the life sciences sectors,
specifically: medical devices; pharmaceuticals; health data
IT infrastructure; and health data analytics and big data.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward Looking
Statements:
This release contains forward-looking statements all of which
statements are subject to market risks, and the possibility that
the Company will not be able to achieve all of its stated goals.
These statements are made based upon current expectations and
actual results may differ from those projected due to a number of
risks and uncertainties.
SOURCE Verisante Technology, Inc.