Toronto, Ontario--(Newsfile Corp. - August 8, 2023) - Buzz Capital Inc. (TSXV: BUZ.P) ("Buzz" or the "Company"), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), announces that the Exchange has accepted the application for reinstatement of trading of the Company's common shares. Trading will be reinstated in the securities of the Company.
Further to its news release of June 1, 2023, the Company also announces that it has completed certain changes in management and escrow share transfers.
Reinstatement of Trading
On April 17, 2023, the Company announced that it would be applying to the Exchange for reinstatement of trading of the Company's common shares following termination of a proposed qualifying transaction. An application for reinstatement of trading was submitted which was accepted by the Exchange.
Change of Management and Appointment of New Directors
Effective August 8, 2023, Mr. Chuck Rifici has resigned as director and officer of the Company and Mr. Hugo Alves has resigned as corporate secretary of the Company. Messrs. Lorne Gertner and W. Brett Wilson will continue to serve as directors of the Company.
The new directors and officers of Buzz are as follows:
James W. Longshore - Director
Gregory M. Prekupec - Director, CEO and CFO
Brian MacIntosh - Secretary
The Company has obtained the Exchange's final acceptance of the change in management.
Escrow share transfers
In conjunction with the change of management, the former directors, officers and a non-management seed shareholder have transferred their escrowed share holdings to the new directors and officers of the Company. An aggregate of 2,400,000 escrowed common shares have been transferred.
The Company has obtained the Exchange's final acceptance of the escrow share transfers.
Outlook
As at the date hereof, the Company continues to have adequate cash resources (approximately $350,000) to continue to search for prospective opportunities to complete its qualifying transaction and maximize shareholder value.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the change of management and directors and escrow share transfers, each of Gregory M. Prekupec, Brian MacIntosh and James W. Longshore acquired ownership, control or direction over the 2.4 million Buzz common shares, in aggregate, requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to the completion of the escrow transfers, Gregory M. Prekupec and Brian MacIntosh had no ownership of, or exercised control or direction over, any voting or equity securities of the Company. James W. Longshore exercised control over 27,500 Buzz common shares through his spouse. In connection with the escrow transfers, each of Gregory M. Prekupec, Brian MacIntosh and James W. Longshore acquired ownership of 800,000 Buzz common shares.
After completion of the escrow transfers, each of Gregory M. Prekupec and Brian MacIntosh own indirectly, or exercise control or direction over, 800,000 Buzz common shares, representing approximately 9.5% of the issued and outstanding Buzz common shares on both a non-diluted and fully-diluted basis. James W. Longshore owns directly or exercises control or direction over 827,500 Buzz common shares (which includes the holdings of his spouse) representing approximately 9.8% of the issued and outstanding Buzz common shares on both a non-diluted and fully-diluted basis.
As Gregory M. Prekupec, Brian MacIntosh and James W. Longshore are considered to be acting jointly and in concert as a group in connection with the acquisition of the escrow shares, the group will own directly and indirectly, or exercises control or direction over, 2,427,500 Buzz common shares, representing approximately 28.86% of the issued and outstanding Buzz common shares on both a non-diluted and fully-diluted basis.
Each of Gregory M. Prekupec, Brian MacIntosh and James W. Longshore: (i) acquired the Buzz common shares in connection with the escrow transfer; (ii) hold the Buzz common shares for investment purposes; and (iii) do not have any current intention to increase or decrease their beneficial ownership or control or direction over any additional securities of the Company. Each of Gregory M. Prekupec, Brian MacIntosh and James W. Longshore may, from time to time and depending on market and other conditions, acquire additional Buzz common shares through market transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or some portion of the Buzz common shares they each own or control, or may continue to hold the Buzz common shares.
This portion of this news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports will be filed by Gregory M. Prekupec, Brian MacIntosh and James W. Longshore in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR at .
About Buzz Capital Inc.
Buzz, a capital pool company within the meaning of the policies of the Exchange, was incorporated February 15, 2017 and was listed on the Exchange on August 21, 2017. Buzz does not have any operations and has no assets other than cash. Buzz's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.
For further information please contact:
Buzz Capital Inc.
Gregory M. Prekupec, C.E.O.
Telephone: 416-504-5805
Email: gprekupec@dipchand.com
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that 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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