StickIt Announces Letter of Intent for Corporate Reorganization Share Consolidation and Proposed Private Placement

Executive Summary

• StickIt Technologies Inc. entered a non‑binding Letter of Intent with Capitalink Ltd. to restructure the company via a 1‑for‑10 share consolidation and a concurrent private placement of $0.7 M–$1.05 M.
• The proposed consolidation will reduce outstanding common shares from ~127.5 million to ~12.75 million, with fractional shares cancelled and stock options adjusted on the same ratio. No shareholder vote is planned; CSE approval is required.
• The private placement will issue units (one common share + one warrant) at a 25 % discount to market price, each warrant exercisable for three years. Proceeds are earmarked for working capital; securities will be subject to a four‑month hold period.

Key Details

• Letter of Intent (LOI): Non‑binding agreement with Capitalink Ltd. covering share consolidation and private placement.
• Share Consolidation:
• Ratio: 10 existing shares → 1 new share.
• Current outstanding common shares: 127,547,356.
• Post‑consolidation shares: 12,754,736 (fractional shares cancelled).
• Stock options will be adjusted on the same 1‑for‑10 basis.
• Board has authority to approve; no shareholder vote anticipated.
• Subject to Canadian Securities Exchange (CSE) approval; record date and effective trading date to be announced later.
• Director Changes: Upon completion, director Asher Holzer will resign. Capitalink will acquire rights to amounts owed to directors Eli Ben Harosh and Asher Holzer.
• Private Placement:
• Size: Minimum $700,000; maximum $1,050,000.
• Units: Each unit = 1 common share + 1 common‑share purchase warrant.
• Pricing: 25 % discount to the CSE quoted market price (subject to CSE pricing policies).
• Warrant terms: Exercisable for three years from issuance at the market price; each warrant converts into one additional common share upon payment of the market price.
• Finder’s fee: Paid in cash and securities to Capitalink per CSE regulations.
• Hold period: Securities issued under the placement are subject to a four‑month hold period.
• Use of proceeds: To be added to working capital for furthering StickIt’s business operations.
• Regulatory Requirements: Both consolidation and private placement require CSE approval; subsequent news releases will provide record dates and trading commencement details.

Notable Quotes

(No direct quotes were provided in the release.)