VANCOUVER, British Columbia, Oct. 28, 2021 (GLOBE NEWSWIRE) -- Wikileaf Technologies Inc. (the “Company”) (CSE: WIKI) is pleased to announce its name change from “Wikileaf Technologies Inc.” to “Cashbox Ventures Ltd.” (the “Name Change”). The Company expects the name change and a change of its ticker symbol to occur on November 3, 2021. The common shares of the Company will continue to trade on the Canadian Securities Exchange under its new trading symbol, CBOX, commencing at market open on November 3, 2021. The Company's new CUSIP is 14756M108 and its new ISIN is CA14756M1086.
Completion of the Name Change is subject to the receipt of all required regulatory approvals. Pursuant to the provisions of the Business Corporations Act (British Columbia) and the articles of the Company, shareholder approval for the Name Change is not required, and consequently, the Company is not seeking shareholder approval for the Name Change. Shareholders of the Company are not required to exchange their existing share certificates for new certificates bearing the Company's new name. The Name Change does not affect the Company's share structure or the rights of the Company's shareholders, and no further action is required by existing shareholders.
In addition to the Name Change, the Company is pleased to announce that on October 28th, 2021 (the “Closing Date”), it entered into a secured promissory note (the “Note”) with MMCAP International Inc. SPC (“MMCAP”) for a loan in the amount of $700,000 (the “Loan”). The Note sets out, among other things, that the Loan is repayable within six months from the date on which it was granted, and that the Loan will be subject to an interest rate of 7% per annum until full and final repayment of the Loan.
As consideration for providing the Note, the Company issued to MMCAP 1,500,000 warrants to purchase common shares of the Company (the “Bonus Warrants”). Each Bonus Warrant will be exercisable for one common share of the Company at an exercise price of $0.06 for a period of three years from the date of issuance. The Bonus Warrants will be subject to a four month hold in accordance with applicable Canadian securities laws.
The Note and the issuance of the Bonus Warrants each constituted a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as MMCAP is a related party (as defined in MI 61-101) of the Company. The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party matters, as the Company is listed on the CSE and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).
About Wikileaf Technologies Inc. (to be renamed Cashbox Ventures Ltd.)
The Company recently divested all of its online platform assets. The business activities of the Company is expected to include the search and evaluation of new investment opportunities along with consideration of other strategic alternatives.
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This news release contains forward-looking statements relating to product development, plans, strategies and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. Forward-looking information in this news release includes, but is not limited to, statements in respect of the Note and Change of Name. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.