Toronto, Ontario--(Newsfile Corp. - September 23, 2022) - Essex Oil Ltd. (the "Company") announces completion of a non-brokered private placement raising $150,000 and consisting of 75,000,000 common shares at $0.002 per share ("Private Placement"). All securities issued in connection with the Private Placement are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. The issued and outstanding shares of the company after the Private Placement consist of 101,090,914 common shares. The Company intends to use the proceeds for the revival of the Company pursuant to the previously announced partial revocation of cease trade order on August 29, 2022.
Mr. Robert Salna subscribed to $145,000 (72,500,000 common shares). Prior to this transaction, Mr. Salna held 24,526 common shares of the Company personally and beneficially through 997633 Ontario Ltd. These shares represented <0.1% of the previous shares outstanding of 26,090,914. He now exercises control over a total of 72,524,526 common shares, representing approximately 71.7% of the current outstanding common shares of the Company. Mr. Salna holds these shares for investment purposes only.
Mr. Wyllie, a director of the Company, subscribed to $5,000 (2,500,000 common shares). The execution of the Private Placement is a "related party transaction" for purposes of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Company is not listed on a specified market. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(e) of MI 61-101 as the Company is suffering from financial hardship. The Company is insolvent; the Private Placement is for the revival of the Company; the Company is not subject to court approval or court orders that the Private Placement be effected under bankruptcy or insolvency law or section 191 of the Canada Business Corporations Act; the Company has one or more independent directors in respect of the Private Placement; and the Company's board of directors, acting in good faith, has determined, and at least two-thirds of the Company's independent directors, acting in good faith, has determined that the Company is insolvent and in need of improving its financial position and the terms of the Private Placement are reasonable in the circumstances of the Company.
The Private Placement was approved by the board of directors pursuant to a directors' resolution dated September 12, 2022. The Company did not have a formal process for the review and approval of the Private Placement. Due to the size of the Company and the financial hardship, the directors, other than Mr. Robert Wyllie, approved the Private Placement up to an aggregate of $150,000 after a discussion. The Company does not have any valuation or prior valuations that relate to the subject matter of or is otherwise relevant to the Private Placement.
The Company will file a material change report on SEDAR in respect of the Private Placement, a copy of which will be sent by the Company to any shareholder upon request and without charge. Contact firstname.lastname@example.org for information on the Private Placement.
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