Aurora, Ontario--(Newsfile Corp. - July 30, 2019) - M3 Rebel Corporation ("M3 Rebel"), formerly Kesm Transaction Solutions Inc. ("Kesm"), announced a series of transactions involving its holdings in Ackroo Inc. ("Ackroo").
In December of 2017, under a private transaction, Kesm acquired ownership and control over 35,800,000 common shares of Ackroo (the "Ackroo Shares") representing at that time, approximately 48% of issued and outstanding common shares of Ackroo. Matthew Moore ("Moore") and Michael Sorbara ("Sorbara") were named as joint actors. Sorbara, Moore, M3 Rebel and its related entities are currently involved in a multi-step reorganization of the capital structure of M3 Rebel, its holdings and interests (including the Ackroo Shares).
Effective January 1, 2019, pursuant to the reorganization, M3 Rebel entered in a vertical short form amalgamation with its wholly owned subsidiary Kesm. Kesm initially was the registered owner of the Ackroo Shares. After the amalgamation, M3 Rebel was the registered owner of the Ackroo Shares.
On March 15, 2019, M3 Rebel transferred a total of 2,312,185 Ackroo Shares or 3.04% of the issued and outstanding common shares of Ackroo to four employees of M3 Rebel under a prospectus exemption. This transaction was pursuant to the reorganization of M3 Rebel. The consideration for the transaction was past services and no cash consideration was paid. Immediately prior to the transfers to the employees on March 15, 2019, M3 Rebel was the registered holder of 35,800,000 Ackroo Shares, representing 47.08% of the then-issued and outstanding Ackroo Shares. Immediately following the transfers to the employees, M3 Rebel was the registered holder of 33,487,815 Ackroo Shares, representing 44.04% of the then-issued and outstanding Ackroo Shares.
On March 15, 2019, M3 Rebel transferred 16,743,908 Ackroo Shares to Jacmat Holdings Ltd. ("Jacmat"), a holding company wholly owned by Matthew Moore and Jacqueline Moore, under a prospectus exemption. The 16,743,908 Ackroo Shares transferred represented 22.02% of the issued and outstanding common shares of Ackroo. This acquisition was pursuant to the reorganization of M3 Rebel and as a result, no cash consideration was paid. Jacmat Holdings Ltd. relied on the private agreement exemption from the take-over bid requirements under section 4.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids. Immediately following the transfers to Jacmat. on March 15, 2019, M3 Rebel was the registered holder of 16,743,907 Ackroo Shares, representing 22.02% of the then-issued and outstanding Ackroo Shares. On March 15, 2019, Moore and Sorbara ceased to be joint actors in respect of the Ackroo Shares held by M3 Rebel.
The purpose of the reorganization is to allocate the assets of the M3 Rebel into 2678137 Ontario Inc. ("Sorbaraco") and Jacmat, both of which will be wholly-owned subsidiaries of the M3 Rebel, so that, once completed, the assets of Jacmat can be distributed to Matthew Moore and Jacqueline Moore, and the assets of Sorbaraco can be distributed to Michael Sorbara and Deborah Sorbara. The agreement between Moore and Sorbara is that the distributable cash/profits of Jacmat will be ultimately distributed only to Matthew Moore and Jacqueline Moore, and the distributable cash/profits of Sorbaraco will be distributed only to Michael Sorbara and Deborah Sorbara. Pursuant to the reorganization, 16,743,907 Ackroo Shares will be transferred to Sorbaraco by M3 Rebel in exchange for common shares of Sorbaraco. As of July 30, 2019, no Ackroo Shares have been transferred by M3 Rebel to Sorbaraco.
In addition, and pursuant to the reorganization, Jacmat has agreed to transfer to Sorbaraco, 2,511,586 Ackroo Shares and Sorbara has agreed that ownership of a number of affiliates of M3 Rebel would be transferred to Jacmat (or an alternative subsidiary corporation of M3 Rebel set up for the benefit of Moore). The 2,511,586 Ackroo Shares to be transferred by Jacmat to Sorbaraco will be made up of the 2,508,046 Ackroo Shares held by Jacmat as well as 3,540 Ackroo Shares which may be acquired in the market. It is expected that after the transfer of the 2,511,586 Ackroo Shares to Sorbaraco, Moore will have no further beneficial interest in the Ackroo Shares.
As of July 30, 2019, M3 Rebel holds 16,743,907 Ackroo Shares, representing approximately 22.02% of the issued and outstanding common shares of Ackroo. In addition, as of July 30, 2019, Sorbara had beneficial ownership of, and sole control and direction over, the 16,743,907 Ackroo Shares registered to the M3 Rebel, representing 22.02% of the issued and outstanding Ackroo Shares; and Matthew Moore had beneficial ownership of 19,255,493 Ackroo Shares (including the 16,743,907 Ackroo Shares registered to the M3 Rebel), representing 25.32% of the issued and outstanding Ackroo Shares, and joint control and direction with Jacqueline Moore over the 2,508,046 Ackroo Shares registered to Jacmat representing 3.30% of the issued and outstanding Ackroo Shares.
Currently: (a) the common shares of M3 Rebel (i.e. the only voting securities of M3 Rebel) are owned in equal proportion by Sorbara and Moore; (b) Sorbaraco is a wholly-owned subsidiary of M3 Rebel; and (c) Jacmat is wholly owned by Matthew Moore and Jacqueline Moore.
Moore and Sorbara intend, as a part of the reorganization, to enter into a M3 Rebel shareholders' agreement respecting, among other things, control and direction of the remaining assets of the M3 Rebel which, if executed as currently contemplated, will provide Sorbara with sole direction and control over the Ackroo Shares held in Sorbaraco. Accordingly, and as of July 30, 2019 it is the intention of the parties that following the completion of the reorganization:
- Moore will have beneficial ownership, but not direction or control of 19,255,493 Ackroo Shares registered in the name of Sorbaraco representing 25.32% of the issued and outstanding Ackroo Shares and Jacmat will no longer hold any shares directly.
- Sorbara will have beneficial ownership of, and control or direction over 19,255,493 Ackroo Shares that are registered in the name of Sorbaraco, representing 25.32% of the issued and outstanding Ackroo Shares.
For more details of the transactions involving Jacmat. please also see the early warning report filed by Jacmat on SEDAR on July 30, 2019.
For further information, please contact:
Michael Sorbara, Director
M3 Rebel Corporation
Tel: 647-404-7767
This news release is issued pursuant to the early warning requirements of applicable securities laws. A copy of the Early Warning Report will appear on Ackroo Inc.'s profile on the SEDAR website at . A copy of the Early Warning Report may also be obtained by contacting Michael Sorbara, M3 Rebel's Director.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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