Der Kredit stammt auch von Rory zu 12% Zinsen.
51‐102F3
MATERIAL CHANGE REPORT [F]
Item 1 Name and Address of Company
Eight Solutions Inc. (the “Company”)
Suite 100, 138 East 7th Avenue
Vancouver, BC V5T 1M6, Canada
Item 2 Date of Material Change
November 27, 2015
Item 3 News Release
A news release was issued on November 27, 2015 via Newswire.
Item 4 Summary of Material Change
The Company announced that Roderick J. Armes, Chief Executive Officer and a director of the Company
(the “Lender”), agreed to provide a demand credit facility to the Company of up to CDN$1,000,000
(the “Loan”). The Loan bears interest at a rate of 12% per annum payable on demand and is evidenced
by a promissory note (the “Promissory Note”) issued by the Company in favour of the Lender subject to
TSX Venture Exchange (the “Exchange”) approval.
Item 5 Full Description of Material Change
The material change is fully described in the Company’s news release which is attached as Schedule “A”
and is incorporated herein.
The Company announced that the Lender agreed to provide the Loan to the Company. The Loan bears
interest at a rate of 12% per annum payable on demand and is evidenced by a Promissory Note subject
to Exchange approval.
Pursuant to the terms of the loan agreement and promissory note, the Lender agreed not to demand
repayment of the Loan before January 1, 2017. The Loan is secured by all of the Company’s assets in
accordance with the terms of a general security agreement between the Company and the Lender (the
“General Security Agreement”). The Company intends to use the proceeds of the Loan for working
capital purposes.
The Loan is a “related party transaction” within the meaning of Multilateral Instrument 61‐101
Protection of Minority Security Holders in Special Transactions (“MI 61‐101”). The Company is relying on
an exemption from the formal valuation requirement of MI 61‐101 based on the fact that the
Company’s securities are only listed on the TSX Venture Exchange. The Company is relying on an
exemption from the minority approval requirement of MI 61‐101 based on the Loan being obtained on
reasonable commercial terms and not including an equity component.
The following supplementary information is provided in accordance with Section 5.2 of MI 61‐101.
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(a) a description of the transaction and its material terms:
The Lender agreed to provide the Loan to the Company. The Lender is the Chief Executive
Officer and a director of the Company.
The Loan bears interest at a rate of 12% per annum payable on demand and is evidenced by a
loan agreement and promissory note. Pursuant to the terms of the loan agreement and
promissory note, the Lender agreed not to demand repayment of the Loan before January 1,
2017. The Company is entitled to prepay the Loan at any time and from time to time, without
notice, bonus or penalty. The Loan will be secured by all of the Company’s assets in accordance
with the terms of a General Security Agreement between the parties. The Company intends to
use the proceeds of the Loan for working capital purposes.
(b) the purpose and business reasons for the transaction:
The Company wishes to borrow up to CDN$1,000,000 pursuant to the Loan for working capital
purposes.
(c) the anticipated effect of the transaction on the issuer’s business and affairs:
The Loan will allow the Company to increase its working capital.
(d) a description of:
(i) the interest in the transaction of every interested party and of the related parties and
associated entities of the interested parties:
The Lender has agreed to loan the Company up to $1,000,000. Pursuant to the terms of
the loan agreement and promissory note, the Loan will bear interest at a rate of 12%
per annum payable on demand and the Loan will be secured by all of the Company’s
assets in accordance with the terms of the General Security Agreement.
(ii) the anticipated effect of the transaction on the percentage of securities of the issuer,
or of an affiliated entity of the issuer, beneficially owned or controlled by each person
or company referred to in subparagraph (i) for which there would be a material
change in that percentage:
Not applicable.
(e) unless this information will be included in another disclosure document for the transaction, a
discussion of the review and approval process adopted by the board of directors and the
special committee, if any, of the issuer for the transaction, including a discussion of any
materially contrary view or abstention by a director and any material disagreement between
the board and the special committee:
A resolution of the board of directors was passed on November 26, 2015 approving the terms of
the Loan, the Promissory Note and the General Security Agreement, with the interested director
abstaining. No special committee was established in connection with the transaction, and no
materially contrary view or abstention was expressed or made by any director.
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(f) a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any,
obtained for the transaction, unless the formal valuation is included in its entirety in the
material change report or will be included in its entirety in another disclosure document for
the transaction:
Not applicable.
(g) disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of
the issuer that related to the subject matter of or is otherwise relevant to the transaction:
(i) that has been made in the 24 months before the date of the material change report:
Not applicable.
(ii) the existence of which is known, after reasonable enquiry, to the issuer or to any
director or officer of the issuer:
Not applicable.
(h) the general nature and material terms of any agreement entered into by the issuer, or a
related party of the issuer, with an interested party or a joint actor with an interested party, in
connection with the transaction:
The Loan will bear interest at a rate of 12% per annum payable on demand and be evidenced by
the Promissory Note. Pursuant to the terms of the Promissory Note, the Lender will not demand
repayment of the Loan before January 1, 2017. The Company is entitled to prepay the Loan at
any time and from time to time, without notice, bonus or penalty. The Loan is secured by all of
the Company’s assets in accordance with the terms of the General Security Agreement. The
Company intends to use the proceeds of the Loan for working capital purposes.
(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the
issuer is relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting
reliance on the exemptions:
The transaction constitutes a “related party transaction” for the Company under MI 61‐101. The
Company is relying on an exemption from the formal valuation requirement of MI 61‐101 based
on the fact that the Company’s securities are only listed on the TSX Venture Exchange. The
Company is relying on an exemption from the minority approval requirement of MI 61‐101
based on the Loan being obtained on reasonable commercial terms and not including an equity
component.
As this material change report is being filed less than 21 days before the transaction, there is a
requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in
the circumstances. In the view of the Company, such shorter period was reasonable and
necessary in the circumstances to allow the Company to obtain financing for working capital.
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Item 6 Reliance on subsection 7.1(2) of National Instrument 51‐102
This report is not being filed on a confidential basis.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
For further information, contact Rory Armes, Chief Executive Officer 604‐669‐8885.
Item 9 Date of Report
This report is dated at Vancouver, this 7th day of December, 2015
SCHEDULE “A”
NEWS RELEASE
Eight Announces Third Quarter Results
VANCOUVER BC, November 27, 2015 — Eight Solutions Inc. (TSXV:ES) (“Eight Solutions” or the
“Company”) announces the release of its unaudited consolidated interim financial results for the nine
months ended September 30, 2015. All figures are in Canadian dollars.
Q3 2015 Financial Update
• The move from a service based business model to one of software licensing allowed the
Company to reduce its losses by 34% compared to the three months ended September 30,
2014 and reduce its loss over this period by $0.02 per share
• Revenue for the first nine months ended September 30, 2015 was $ 8,235,659 compared to
$ 12,841,879 for the nine months ended September 30, 2014
• Net income for the nine months ended September 30, 2015 was $ 2,594,509, an increase of
54% compared to the nine months ended September 30, 2014
Q3 2015 Operational Update
• The Company commenced trading on the TSXV
• The Company entered into a services and license agreement with Squirrel Systems of Canada
Ltd., a hospitality point of sale software provider
• The Company announced its alliance with The BID Group of Companies (“BID”), a provider of
forestry equipment and mill construction and entered into a software services and license
agreement with BID
• The Company completed several proposals and introductions of its Cumul8 products to
prospective customers in the forestry, hospitality and entertainment and digital media sectors
Q3 2015 Financial Summary
Three months ended
September 30, 2015 September 30, 2014
Revenue $ 994,858 $ 2,364,533
Net loss and comprehensive loss attributable to the
shareholders of the Company
$ 1,226,271
$ 1,869,599
Basic loss per share $ 0.02 $ 0.04
In other business, a director of the Company provided a demand loan facility to the Company to
borrow up to $1,000,000. The director has agreed to not demand repayment of any drawings against
the facility until after January 1, 2017, although the Company can make earlier repayments. The loan
bears interest of 12% and is secured by a general security agreement against the assets of the
Company.
The loan is a “related party transaction” within the meaning of Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying
on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 (as a result of
its shares being listed on the TSX Venture Exchange) and the exemption from the minority approval
requirement in section in section 5.7(f) of MI 61-101 (as a result of the transaction involving a loan
without any equity component). A material change report will be filed less than 21 days before the
closing date of the transaction. This shorter period is reasonable and necessary in the circumstances
to allow the Company to obtain financing for working capital.
About Eight Solutions
Eight Solutions is a technology company led by a team of gaming industry veterans. Eight Solution’s
flagship product is Cumul8, a data analytics and visualization solution. Cumul8 works with any type of
data source to help people and companies understand, collaborate, and make better decisions with
data. Eight Solution's portfolio also includes an award-winning 3D technology licensed to the film
industry; and Reelhouse, a unique video-on-demand platform that allows filmmakers to distribute their
content directly to users. For more information, visit www.eightsolutions.com.
On Behalf of the Board of Directors
“Rory Armes”
Rory Armes
Chief Executive Officer and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain forward-looking statements
within the meaning of applicable securities law. Forward-looking statements are frequently
characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”
“can” and other similar words, or statements that certain events or conditions “may” occur. Although
Eight Solutions believes that the expectations reflected in the forward-looking statements are
reasonable, there can be no assurance that such expectations will prove to be correct. Such forwardlooking
statements are subject to risks and uncertainties that may cause actual results, performance
or developments to differ materially from those contained in the statements. Except as required under
applicable securities legislation, the Company undertakes no obligation to publicly update or revise
forward-looking information, whether as a result of new information, future events or otherwise.
For more Information, please contact:
Danielle Rockel
Vice President of Corporate Affairs
Danielle@eightsolutions.com
Suite 100, 138 East 7th Avenue
Vancouver, British Columbia, V5T 1M6
Phone: (604) 669-8885
Fax: (604) 669-8855 |
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