News Feed Item

Five Nines Ventures Ltd. Announces Debts Settlements and Shareholder Approval and Final Court Order for Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/09/14 -- Five Nines Ventures Ltd. (the "Company" or "Five Nines") (CSE:FIV) is pleased to announce that on December 31, 2013, the Company settled a total debts of $148,550 by issuing 7,427,500 common shares of the Company at a deemed value of $0.02 per share, of which 4,427,500 common shares were issued to a director of the Company. After the debts settlement, the Company has 24,336,668 common shares outstanding as of December 31, 2013.

The Company is also pleased to announce that the Company's Special Meeting (the "Meeting") held on December 10, 2013, the Five Nines shareholders unanimously voted in favour of the special resolution approving the announced spin-off of CanPac Investments Corp. ("CanPac"), 0981609 B.C. Ltd. ("BC0981609"), 0981624 B.C. Ltd. ("BC0981624") and 0981628 B.C. Ltd. ("BC0981628"), wholly owned subsidiaries of Five Nines. The spin-off will be effected by way of a plan of arrangement (the "Arrangement"), subject to among other things, completion of all regulatory filings.

The Company has on December 19, 2013 obtained a final order from the Supreme Court of British Columbia to the implementation of the Arrangement. The Company is pleased to announce that it will be implementing the approved spin-off of CanPac, BC0981609, BC0981624 and BC0981628 to Five Nines shareholders of record on December 31, 2013 (the "Share Distribution Record Date"). The CanPac, BC0981609 and BC0981624 shares will be distributed to Five Nines shareholders first, expected to be in the week of April 14, 2014, with Five Nines holding the BC0981628 shares on behalf of Five Nines shareholders until a later announced date. No action is required by Five Nines shareholders in order to receive shares of CanPac, BC0981609 and BC0981624. Five Nines shareholders will retain their Five Nines share certificates. Shareholders entitled to receive CanPac, BC0981609 shares and BC0981624 shares will receive a DRS advice reflecting their ownership of CanPac, BC0981609 shares and BC0981624 shares, respectively, or their brokerage account will be credited with the shares.

Spin-off of three wholly owned subsidiaries:

Five Nines Ventures Ltd.                                                  
(24,336,668 shares as of                                        Total fair
 record date)                                                     value of
Subsidiaries (1 share for      Transfer from     Assignment:   transferred
 every 10 Five Nines shares      Five Nines:         LOIs or    assets per
 held)                                  Cash  Business Model    subsidiary
(2,433,667 Distributed                                                    
 Shares)                           $5,000.00           $1.00     $5,001.00
(2,433,667 Distributed                                                    
 Shares)                           $5,000.00           $1.00     $5,001.00
(2,433,667 Distributed                                                    
 Shares)                           $5,000.00           $1.00     $5,001.00
(2,433,667 Distributed                                                    
 Shares)                           $5,000.00           $1.00     $5,001.00
Aggregate Fair Market Value (Total)                                       
(Aggregate Paid-up Capital - 24,336,668 Five Nines Preferred              
 Shares)                                                        $20,004.00

Pursuant to the Arrangement, shareholders of Five Nines will receive 1 CanPac Share, 1 BC0981609 Share, 1 BC0981624 Share and 1 BC0981628 Share for every 10 Five Nines Shares they hold as of record date of December 31, 2013.

The redemption price of the Five Nines Class A Preferred Shares per share is equal to $20,004/24,336,668 shares and the paid up capital of these Five Nines Class A Preferred Shares per share is equal to $20,004/24,336,668 shares. Therefore, every 10 shares of the Five Nines Preferred Shares redeemed will result a distribution of 1 CanPac Share, 1 BC0981609 Share, 1 BC0981624 Share and 1 0981628 Share to each shareholder. Thus, the Adjusted Cost Base for the Distributed Shares for each of the subsidiaries will equal to the total fair value of assets transferred in divided by the total number of Distributed Shares (ie: $5,001/2,433,667 shares or $0.002055 per share). As a result, shareholders receiving the CanPac Shares, BC0981609 Shares, BC0981624 Shares and BC0981628 Shares should not experience any capital gain on redemption of the Five Nines Class A Preferred Shares. However, shareholders should seek their own professional advice in order to determine the amount of capital gain, if any, they may experience on redemption of the Five Nines Class A Preferred Shares.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Five Nines Ventures Ltd.
David Zamida
President & Director

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Embotics, the cloud automation company, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Embotics is the cloud automation company for IT organizations and service providers that need to improve provisioning or enable self-service capabilities. With a relentless focus on delivering a premier user experience and unmatched customer support, Embotics is the fas...
Intelligent machines are here. Robots, self-driving cars, drones, bots and many IoT devices are becoming smarter with Machine Learning. In her session at @ThingsExpo, Sudha Jamthe, CEO of IoTDisruptions.com, will discuss the next wave of business disruption at the junction of IoT and AI, impacting many industries and set to change our lives, work and world as we know it.
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Governments around the world are adopting Safe Harbor privacy provisions to protect customer data from leaving sovereign territories. Increasingly, global companies are required to create new instances of their server clusters in multiple countries to keep abreast of these new Safe Harbor laws. Is it worth it? In his session at 19th Cloud Expo, Adam Rogers, Managing Director of Anexia, Inc., will discuss how to keep your data legal and still stay in business.
In his session at 19th Cloud Expo, Nick Son, Vice President of Cyber Risk & Public Sector at Coalfire, will discuss the latest information on the FedRAMP Program. Topics will cover: FedRAMP Readiness Assessment Report (RAR). This new process is designed to streamline and accelerate the FedRAMP process from the traditional timeline by initially focusing on technical capability instead of documentation preparedness. FedRAMP for High-impact level systems. Early in 2016 FedRAMP officially publishe...
SYS-CON Events announced today that Impiger Technologies will exhibit in Booth #109 at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Impiger Technologies is a world-class, enterprise software product engineering company specializing in Mobile Application Development, Cloud Applications, Microsoft Technology Solutions, Web Technology and Telecom Services. Impiger Technologies helps enterprises improve busi...
Qosmos, the market leader for IP traffic classification and network intelligence technology, has announced that it will launch the Launch L7 Viewer at CloudExpo | @ThingsExpo Silicon Valley, being held November 1 – 3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The L7 Viewer is a traffic analysis tool that provides complete visibility of all network traffic that crosses a virtualized infrastructure, up to Layer 7. It facilitates and accelerates common IT tasks such as VM migra...
In the 21st century, security on the Internet has become one of the most important issues. We hear more and more about cyber-attacks on the websites of large corporations, banks and even small businesses. When online we’re concerned not only for our own safety but also our privacy. We have to know that hackers usually start their preparation by investigating the private information of admins – the habits, interests, visited websites and so on. On the other hand, our own security is in danger bec...
The explosion of new web/cloud/IoT-based applications and the data they generate are transforming our world right before our eyes. In this rush to adopt these new technologies, organizations are often ignoring fundamental questions concerning who owns the data and failing to ask for permission to conduct invasive surveillance of their customers. Organizations that are not transparent about how their systems gather data telemetry without offering shared data ownership risk product rejection, regu...
As companies adopt the cloud-to-streamline workflow, deployment hasn’t been very seamless because of IT concerns surrounding security risks. The cloud offers many benefits, but protecting and securing information can be tricky across multiple cloud providers and remains IT’s overall responsibility. In his session at 19th Cloud Expo, Simon Bain, CEO of SearchYourCloud, will address security compliance issues associated with cloud applications and how document-level encryption is critical for sup...
SYS-CON Events announced today that Cemware will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Use MATLAB functions by just visiting website mathfreeon.com. MATLAB compatible, freely usable, online platform services. As of October 2016, 80,000 users from 180 countries are enjoying our platform service.
SYS-CON Events announced today that MathFreeOn will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MathFreeOn is Software as a Service (SaaS) used in Engineering and Math education. Write scripts and solve math problems online. MathFreeOn provides online courses for beginners or amateurs who have difficulties in writing scripts. In accordance with various mathematical topics, there are more tha...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, will draw together recent research and lessons learned from emerging and established ...