NEWS RELEASE – EARLY WARNING
ISSUED PURSUANT TO NI 62‐103
Toronto – November 30, 2020 – TheNewswire - Flexwork Properties Ltd. (formerly Reliant Gold Corp.- CSE: RNG) (the "Corporation") (CANADIAN SECURITIES EXCHANGE: RNG).
This press release is being disseminated as required by National Instrument 62‐103 in connection with a Debt Settlement as described below.
At the request of management, the Corporation has been subject to a voluntary trading halt, as of May 28, 2018, so that it could explore opportunities for and complete a Fundamental Change, as that term is defined under the policies of the Canadian Securities Exchange. As of May 28, 2018 - the date of the commencement of the voluntary trading halt - the closing share price of the Corporation was $0.02 per common share.
Kabir Ahmed, an officer and director of the Corporation, has provided the Corporation with cash infusions in the aggregate sum of $40,274 (the “Debt”) in order to assist the Corporation fund its ongoing annual audit obligations; satisfy its periodic and annual regulatory compliance requirements; and pay its stock exchange listing fees.
Effective November 30, 2020, the Corporation settled the aforementioned cash Debt owed to Mr. Ahmed by the issuance of an aggregate of 2,013,700 common shares of the Corporation to him at a deemed price of $0.02 per common share (the "Debt Settlement").
The Corporation obtained in advance the consent of the Canadian Securities Exchange for the aforementioned Debt Settlement.
Due to the fact that an insider of the Corporation was issued common shares pursuant to the Debt Settlement, the Debt Settlement is considered to be a “related party transaction” for the purposes of Multilateral Instrument 61-101 -Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation has relied upon the exemptions from the valuation and minority approval requirements of MI 61-101 contained in paragraph (a) of Section 5.5 and paragraph (l)(a) of Section 5.7, respectively, of MI 61-101, as the fair market value of the Debt Settlement does not exceed 25% of the Corporation's market capitalization, on a post-Debt Settlement basis.
The common shares issued pursuant to the Debt Settlement are subject to a four-month restricted resale period, which will expire on March 31, 2021.
Prior to the Debt Settlement, the Corporation had 23,245,169 common shares issued and outstanding, on a non-diluted basis. Following the Debt Settlement, the Corporation has 25,258,869 common shares issued and outstanding, on a non-diluted basis.
Immediately prior to the Debt Settlement, Mr. Ahmed held 3,035,933 common shares representing approximately 13.1% of the issued and outstanding common shares of the Corporation, on a non-diluted basis. In addition, Mr. Ahmed holds 325,000 incentive stock options and 200,000 warrants of the Corporation, exercisable for an aggregate of 525,000 common shares. Following the Debt Settlement, Mr. Ahmed now holds 5,049,633 common shares, representing approximately 19.99% of the issued and outstanding common shares of the Corporation, on a non-diluted basis.
The common shares were issued to Mr. Ahmed pursuant to the aforementioned Debt Settlement, and will be held by Mr. Ahmed for investment purposes. In accordance with applicable securities laws, Mr. Ahmed, from time to time, may increase or decrease his shareholding or continue to hold common shares as he may determine appropriate in the normal course of investment activity. In the future, Mr. Ahmed may, directly or indirectly, acquire additional common shares of the Corporation or dispose of such common shares subject to a number of factors, including, without limitation, general market and economic conditions and other investment and business opportunities available.
An early warning report will be filed under applicable securities laws and will be available on the Corporation’s SEDAR profile at www.sedar.com.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release nor have they approved nor disapproved the content thereof.
Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Flexwork Properties Ltd. (Formerly “Reliant Gold Corp.”) (the “Corporation”) or the industry in which it operates to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current expectations of the management of the Corporation with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in the Corporation’s prospectus and in other continuous disclosure documents that are filed by the Corporation from time to time with the Ontario, Alberta or British Columbia Securities Commissions which are available at www.sedar.com and to which readers of this press release are referred for additional information concerning the Corporation, its prospects and the risks and uncertainties relating to the Corporation and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of the Corporation to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent and investors should not place undue reliance on forward-looking statements as a prediction of actual results.
The forward-looking information contained in this press release is current only as of the date hereof. The Corporation does not undertake or assume any obligation, except as required by law, to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
No securities commission or regulatory authority has approved or disapproved the contents of this press release.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Chairman, President, CEO and Director
Flexwork Properties Ltd. (Formerly “Reliant Gold Corp.”)
Tel: (416) 820-4107
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DISSEMINATION IN THE U.S.
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