Reem Capital, Kalron close receipt financings

Executive Summary

• Seegnal Inc. (formerly Reem Capital Corp.) and Kalron Holdings Ltd. announced the closing of concurrent private placements and the completion of a qualifying transaction update, including a name change and share consolidation.
• Seegnal closed a non-brokered private placement of 1,768,750 subscription receipts for gross proceeds of $1,415,000, while Kalron closed a concurrent placement of 2,564,665 subscription receipts for gross proceeds of $2,051,732.
• The corporation continued from British Columbia to Alberta, changed its name to Seegnal Inc., and completed a 1-for-3.16 share consolidation, resulting in 2,500,002 post-consolidation common shares outstanding.

Key Details

• Seegnal Private Placement:
  • Closed prior to the proposed transaction.
  • 1,768,750 subscription receipts issued.
  • Gross proceeds: $1,415,000.
  • Price: $0.80 per subscription receipt.
• Kalron Private Placement:
  • Closed prior to the proposed transaction.
  • 2,564,665 subscription receipts issued.
  • Gross proceeds: $2,051,732.
  • Price: $0.80 per subscription receipt.
• Warrant Terms:
  • Each subscription receipt entitles the holder to one common share and one common share purchase warrant post-transaction.
  • Warrants allow acquisition of one common share at $1.20 per share.
  • Warrants expire 24 months following the completion of the proposed transaction.
• Finders' Fees:
  • Quarck Investments Ltd. and Capital Canada Ltd. receive cash fees equal to 8% of gross proceeds they brought in.
  • They also receive warrants on the same terms as the placement warrants, equal to 8% of the subscription receipts they brought in.
  • Cash fees payable upon release of financing proceeds from escrow.
• Escrow:
  • Proceeds held in escrow pending satisfaction of customary conditions, including shareholder/regulatory approvals and completion of the proposed transaction.
• Corporate Restructuring:
  • Continuance: Moved from British Columbia (Business Corporations Act) to Alberta (Business Corporations Act).
  • Name Change: Reem Capital Corp. to Seegnal Inc.
  • Share Consolidation: Ratio of 1 post-consolidation share for every 3.16 pre-consolidation shares.
  • Resulting Shares: 2,500,002 common shares issued and outstanding.
  • Approval: Approved by shareholders at the AGM/Special Meeting on May 9, 2025.
  • New Identifiers: CUSIP 81573E106, ISIN CA81573E1060.
• Proposed Transaction Status:
  • Subject to final exchange acceptance and satisfaction of customary closing conditions.
  • Based on amended and restated definitive securities exchange agreement dated Jan. 27, 2025.

Notable Quotes

• None explicitly attributed to a specific executive in the provided text, though the release is issued by Mr. Jonathan Held.