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VersaPay Corporation Completes Amalgamation

Published: 03/02/2010

By Jason Bullen, Tom Koutoulakis, Sean Maniaci, Michael Noonan

On January 13, 2010, VersaPay Corporation completed an amalgamation under the Canada Business Corporations Act with JG Capital Corp., a capital pool company. The amalgamated entity (the "Company") will carry on the business of VersaPay. The Company’s common shares trade on the TSX Venture Exchange under the ticker symbol "VPY."

Prior to the completion of the transaction, VersaPay completed a private placement raising aggregate gross proceeds of $3,531,400.50. VersaPay sold the subscription receipts at a purchase price of $1.50 per subscription receipt with each subscription receipt automatically converting into one common share of VersaPay and one-half of one common share purchase warrant of VersaPay immediately prior to the completion of the transaction. Each whole warrant expires on January 13, 2012 and entitles the holder to acquire one share at an exercise price of $1.80 per share. The shares and warrants issued pursuant to the private placement were converted into common shares of the Company and warrants of the Company, respectively, upon the completion of the transaction on a one for one basis.

Wolverton Securities Ltd., Raymond James Ltd. and Wellington West Capital Markets Inc. (the "Agents") acted as agents in connection with the private placement.

Cassels Brock acted for JG Capital Corp. with a team that included Jake Bullen (Business Law), Tom Koutoulakis (Securities), Sean Maniaci (Securities) and Michael Noonan (Securities).