Jared Berry Acquires Common Shares of Isodiol International Inc.
TORONTO, ONTARIO–(Marketwired – Dec. 18, 2017) - On May 15, 2017, Jared Berry (the “Acquiror“), c/o 1712 Pioneer Avenue, Suite 1923, Cheyenne, Wyoming, 82001, USA, acquired an aggregate of 37,500,000 common shares (the “Purchased Shares“) of Isodiol International Inc. (the “Issuer“) pursuant to a membership interest and share exchange agreement between the Acquiror, the Issuer and ISO International LLC (“ISO“) in consideration for the sale by the Acquiror to the Issuer of 100% of the membership interests of ISO (the “Transaction“). The Issuer’s head office is located at 1212 Austin Avenue, Coquitlam, British Columbia V3K 3P5.
Immediately prior to the completion of the Transaction, the Acquiror had indirect ownership and control, through Crystal Clear Corporation (“Crystal Clear“), of an aggregate of 3,000,000 common shares of the Issuer representing approximately 5.2% of the then issued and outstanding common shares of the Issuer.
On May 15, 2017, the Acquiror acquired beneficial ownership of an aggregate of 37,500,000 Purchased Shares pursuant to the Transaction. Immediately following the completion of the Transaction, the Acquiror had ownership and control over an aggregate of 40,500,000 common shares of the Issuer representing approximately 38.3% of the then issued and outstanding common shares of the Issuer on a non-diluted basis. As of the date hereof, the Acquiror has ownership and control over an aggregate of 40,500,000 common shares of the Issuer representing approximately 16.7% of the issued and outstanding common shares of the Issuer on a non-diluted basis. The 37,500,000 Purchased Shares were issued from treasury of the Issuer at a deemed price of $0.12 per share for aggregate consideration of $4,500,000.
The Purchased Shares were acquired for investment purposes. The Acquiror and Crystal Clear may, from time to time, take such actions in respect of their holdings in securities of the Issuer, as they may deem appropriate, in light of the circumstances then existing, including the purchase of additional common shares or other securities of the Issuer or the disposition of all or a portion of their securityholdings in the Issuer, subject in each case to applicable securities laws and the terms of such securities. In connection with the acquisition of the Purchased Shares, the Acquiror was granted the right to nominate two members of the board of directors, which right the Acquiror has not exercised as of the date hereof.
The Acquiror inadvertently omitted to issue a press release and file a related early warning report with the applicable Canadian securities regulators upon the completion of Transaction in accordance with National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers (“NI 62-103“).
Pursuant to NI 62-103, the Acquiror will file an early warning report in respect of the Transaction with the applicable Canadian securities regulators, a copy of which will be available under the Issuer’s profile at www.sedar.com. A copy of the early warning report can be obtained by contacting the Acquiror at (951) 500-7356.