FORM 9 NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES

Transcription

1 FORM 9 NOTICE OF PROPOSED ISSUANCE OF Name of CNSX Issuer: Newnote Financial Corp. (the Issuer ) Trading Symbol: NEU Date: December 17, 214 Is this an updating or amending Notice: Yes No If yes provide date(s) of prior Notices: N/A Issued & Outstanding of Issuer Prior to Issuance: 25,983,422 Date of News Release Announcing Private Placement: December 17, 214 Closing Market Price on Day Preceding the Issuance of the News Release: Not applicable. Price protection at $.15 per Unit reserved December 5, 214, confirmed December 9, 214 and expires 45 days thereafter. 1. Private Placement N/A Name of Party (If not an individual, name all insiders of the Party) Number and Type of to be Issued (Units) Dollar value per Security (CDN$) Conversion price (if applicable) B.C. Ltd. 1, $.15 $.2 Igor Bakhtiyarov 17, $.15 $.2 Wera Batliner 34, $.15 $.2 J. Malcolm Bell 1, $.15 $.2 Martin Benstoem 4, $.15 $.2 Colette Brown 25, $.15 $.2 Canaccord Genuity Corp. 76, $.15 $.2 Terri Dent 3, $.15 $.2 Harvey Dick 5, $.15 $.2 Prospectus Exemption (NI45-16) No. of, directly or indirectly, Owned, Controlled or Directed by Party Describe relationship to Issuer - 1, director # November 14 28

2 Name of Party (If not an individual, name all insiders of the Party) Number and Type of to be Issued (Units) Dollar value per Security (CDN$) Conversion price (if applicable) Glen Dickson 34, $.15 $.2 Paul Dickson 4, $.15 $.2 Ronda Calder Dickson 34, $.15 $.2 Matthew Dureau 16, $.15 $.2 Irene Fournier 2, $.15 $.2 Jason Gigliotti 66,667 $.15 $.2 Bryan Hellard 3, $.15 $.2 Helga Henssler 2, $.15 $.2 Frank Hogel 133,334 $.15 $.2 Reff-Kugler Jochen 5, $.15 $.2 Balbir Johal 5, $.15 $.2 ITF Lorrie Chong #64-99-A ITF Ronald Chong #64-99-A ITF S. Bradley Chong ITF Matt Kuhn #64-86-Q 4, $.15 $.2 5, $.15 $.2 5, $.15 $.2 1, $.15 $.2 Mark Leyer 33, $.15 $.2 Balraj Mann 7, $.15 $.2 Susan G Martin. 35, $.15 $.2 Jacqueline Michael 33,334 $.15 $.2 Ward Munsie 5, $.15 $.2 Daryl Pollock 1, $.15 $.2 Hani El Rayess 3, $.15 $.2 David Rokoss 34, $.15 $.2 Angela Sirois 135, $.15 $.2 Prospectus Exemption (NI45-16) No. of, directly or indirectly, Owned, Controlled or Directed by Party Describe relationship to Issuer 2,9, director 75, 6, 54, 8, 1, consultant # November 14 28

3 Name of Party (If not an individual, name all insiders of the Party) Number and Type of to be Issued (Units) Dollar value per Security (CDN$) Conversion price (if applicable) Christian Stahler 34, $.15 $.2 Star Finance GMBH 333,333 $.15 $.2 Murray Steele 4, $.15 $.2 Friedrich Traub 34, $.15 $.2 Thomas Vetter 1, $.15 $.2 Mathias Voigt 1, $.15 $.2 Wolverton Ltd. ITF Brian Gusko , $.15 $.2 Zelen Consulting Inc. 7, $.15 $.2 TOTALS 4,383,668 Prospectus Exemption (NI45-16) No. of, directly or indirectly, Owned, Controlled or Directed by Party 5, Describe relationship to Issuer Independent consultant 214, director 15, 1. Total amount of funds to be raised: $657, Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. General working capital, debt and possible acquisitions. 3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A 4. If securities are issued in forgiveness of indebtedness, provide details and attach the debt agreement(s) or other documentation evidencing the debt and the agreement to exchange the debt for securities. Hani El Rayess invoice dated December 1, 214 in the amount of $3,5 representing monthly marketing consulting fee for October 214. Star Finance GMBH Management Advisory Agreement dated November 27, 214 requiring the Company to pay the sum of $5, CAD per twelve month term in one pre-payment. # November 14 28

4 5. Description of securities to be issued: (a) Class: Units, each Unit comprised of 1 Common Share and 1 Warrant (b) Number: 4,383,668 (c) Price per security: $.15 (d) Voting rights: Yes, but only as to Common Shares comprising the Units and Common Shares issuable upon exercise of the Warrants 6. Provide the following information if Warrants, (options) or other convertible securities are to be issued: (a) Number 4,383,668 (b) Number of securities eligible to be purchased on exercise of Warrants (or options): 4,383,668 (c) Exercise price: $.2 (d) Expiry date: 1 year from the date of issuance of the Warrants, subject to an acceleration clause if the closing price of the Common Shares of the Issuer trading on the Canadian Exchange is equal to or greater than $.3 for 1 consecutive trading days, at which time the Issuer may give notice to the holder of such securities by way of press release within 1 days of such occurrence that the Warrants shall expire on the 3 th day following the date of such notice. 7. Provide the following information if debt securities are to be issued: N/A. (a) Aggregate principal amount. (b) Maturity date. (c) Interest rate. (d) Conversion terms. (e) Default provisions. 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If # November 14 28

5 a corporation, identify persons owning or exercising voting control over 2% or more of the voting shares if known to the Issuer): Canaccord Genuity Corp. 19 th floor, 69 Granville Street Vancouver, BC V7H 1H2 71, 114 West Pender Street Vancouver BC V6E 4G1 Mathias Voigt Lena-Christ-Str9, D Neubiberg, Germany (b) Cash: Name of Finder Cash Amount Percentage of Amount Raised Canaccord Genuity Corp. $2,25 1% Canaccord Genuity Corp. $2,52 8% $2,4 8% Mathias Voigt $4,875 1% (c) : Name of Finder Canaccord Genuity Corp. Number of 16,8 16, Description of 8% finder s warrants 8% finder s warrants (d) (e) (f) Other: N/A Expiry date of any options, warrants etc. two years from issuance. Exercise price of any options, warrants etc. $.2 per common share. # November 14 28

6 9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship N/A 1. Describe any unusual particulars of the transaction (i.e. tax flow through shares, etc.). N/A 11. State whether the private placement will result in a change of control. N/A 12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A 13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by Multilateral Instrument Acquisition 1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: N/A 2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: N/A 3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: N/A (a) (b) (c) (d) (e) (f) (g) Total aggregate consideration in Canadian dollars: Cash: (including options, warrants etc.) and dollar value: Other: Expiry date of options, warrants, etc. if any: Exercise price of options, warrants, etc. if any: Work commitments: # November 14 28

7 4. State how the purchase or sale price was determined (e.g. arm s-length negotiation, independent committee of the Board, third party valuation etc). N/A 5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A 6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows: N/A Name of Party (If not an individual, name all insiders of the Party) Number and Type of to be Issued Dollar value per Security (CDN$) Conversion price (if applicable) Prospectus Exemption No. of, directly or indirectly, Owned, Controlled or Directed by Party Describe relationship to Issuer 7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: N/A 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 2% or more of the voting shares if known to the Issuer):. (b) Cash. (c). (d) Other. (e) Expiry date of any options, warrants etc. (f) Exercise price of any options, warrants etc.. 9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A # November 14 28

8 1. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N/A Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer. 2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-11) and all CNSX Requirements (as defined in CNSX Policy 1). 4. All of the information in this Form 9 Notice of Private Placement is true. Dated: December 17, 214 Paul Dickson Name of Director or Senior Officer Paul Dickson Signature Director Official Capacity # November 14 28