InsuraGuest Technologies Inc. (formerly, Manado Gold Corp.) Closes Plan of Arrangement
Vancouver, BC - TheNewswire - February 26, 2020 - InsuraGuest Technologies Inc. (the "Company") (TSXV:ISGI) is pleased to announce that they have closed the arrangement agreement dated January 14, 2019 (the "Arrangement") with InsuraGuest, Inc. The closing of the Arrangement constitutes a change of business of the Company, with the Company transitioning from the Mining Sector to the Technology Sector.
Name Change, Symbol Change and Share Consolidation
Pursuant to the Arrangement, the Company changed its name from Manado Gold Corp. to InsuraGuest Technologies Inc. and changed its TSX.V symbol from MDO to ISGI. Additionally, the Company consolidated its common shares on the basis of one post-consolidated common share of the Company for every two pre-consolidation common shares of the Company.
In conjunction with closing the Arrangement, the Company closed a 10,275,525 unit private placement financing by issuing post-consolidation 10,275,525 units at a price of $0.20 per unit for gross proceeds of $2,055,105.
Each unit consists of one post-consolidation common share of the Company ("Share") and one half of one share purchase warrant ("Warrant"), with each whole Warrant entitling the holder to acquire one additional Share at a price of $0.35 for 18 months from the date of issuance.
The securities issued under the private placement will be subject to a hold period expiring four months and one day from the date of issuance pursuant to applicable Canadian securities laws and rules of the TSX Venture Exchange.
The Company paid finder's fees totaling $62,160 and 310,800 Warrants to registered investment dealers in connection with the private placement with each whole broker warrant entitling the holder to acquire one post-consolidated share of the Company at a price of $0.35 for 18 months from the date of issuance.
Issuance to InsuraGuest, Inc. Securityholders
Under the terms of the Arrangement, the Company issued the following securities to InsuraGuest, Inc. securityholders:
(1)21,080,992 post-consolidated common shares of the Company;
(2)5,180,000 warrants exercisable at a price of $0.20 per share which expire on November 27, 2020;
(3)2,318,910 Series A Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until two (2) years from closing of the Arrangement and subject to the total revenue of the Company exceeding $1,000,000 CDN within two (2) years from the closing of the Arrangement;
(4)6,745,919 Series B Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until five (5) years from closing of the Arrangement and subject to the total revenue of the Company exceeding $5,000,000 CDN within five (5) years from the closing of the Arrangement;
(5)7,799,969 Series C Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until seven and a half (7.5) years from closing of the Arrangement and subject to the total revenue of the Company exceeding $10,000,000 CDN within seven and a half (7.5) years from the closing of the Arrangement;
(6)13,489,837 Series D Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until ten (10) years from closing of the Arrangement and subject to the total revenue of the Company exceeding $20,000,000 CDN within ten (10) years from the closing of the Arrangement; and
(7)700,000 options exercisable at $0.20 per share with an expiry date of June 21, 2021.
Change in Board of Directors and Officers
Following closing of the Arrangement the board of directors of the Company consists of seven directors. The remaining directors include Logan Anderson, David K. Ryan, and Sean O'Neill. Pursuant to the Arrangement, four representative directors of InsuraGuest were appointed, including, Douglas K. Anderson, Charles J. Cayias, Christopher J. Panos and R. Hall Risk. The officers of the Company are as follows:
(1)Douglas K. Anderson - Chief Executive Officer and Chairman
(2)Charles J. Cayias - President
(3)Christopher J. Panos- Vice-President of Sales and Marketing
(4)Logan B. Anderson - Chief Financial Officer
(5)David K. Ryan - Vice President of Corporate Communication and Secretary
The directors who resigned include Donald Archibald and Shawn Clarkin. The Company would like to thank them for their years of service on the board of directors.
Further details of the Arrangement are set forth in the Company's management information circular dated November 1, 2019.
InsuraGuest Technologies Inc.
Logan B. Anderson
CFO and Director
For further information, please contact:
Forward-Looking Statements Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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