NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
LOS ANGELES, CA / ACCESSWIRE / March 5, 2021 / Archytas Ventures, LLC ("Archytas") announces that it has acquired ownership and control of 5,251 proportionate voting units (the "Subject Units"); and (ii) 1,432,545 subordinate voting shares (the "Subject Shares") of XS Financial Inc. (the "Company"), in a series of transactions ending on March 5, 2021. Each Subject Unit consists of one proportionate voting share of the Company (a "PV Share") and one share purchase warrant (a "PV Warrant") exercisable to acquire one additional PV Share at an exercise price of $450.00 for a period of two years (the "Acquisition").
The Subject Shares represented approximately 2.0% of all issued and outstanding subordinate voting shares ("SV Shares") of the Company and the PV Shares comprising the Subject Units represented approximately 18.5% of all issued and outstanding PV Shares of the Company as of March 5, 2021, resulting in a corresponding change to the percentage ownership by Archytas.
Immediately before the Acquisition, Archytas held an aggregate of 1,278,619 SV Shares, 10,761.311 PV Shares and convertible securities entitling the Acquirer to acquire an additional 693,728 SV Shares, representing approximately 4.0% of the issued and outstanding SV Shares and 46.6% of the issued and outstanding PV Shares (or approximately 22.7% of the issued and outstanding SV Shares assuming conversion and exercise of such PV Shares and convertible securities only). Immediately following the Acquisition, Archytas held an aggregate of 2,711,164 SV Shares, 16,012.311 PV Shares and convertible securities entitling Archytas to acquire an additional 693,728 SV Shares and 5,251 PV Shares, representing approximately 3.7% of the issued and outstanding SV Shares and 56.5% of the outstanding PV Shares of the Company (or approximately 22.9% of the outstanding SV Shares assuming conversion and exercise of such PV Shares and convertible securities only).
The Subject Units were acquired for consideration of at a price of $300.00 per Subject Unit, or aggregate proceeds of $1,575,300. The Subject Shares were acquired in satisfaction of outstanding indebtedness in the aggregate amount of $429,763.56, at a deemed price of $0.30 per Subject Share. The Acquisition did not involve any joint actor.
The Subject Shares and Subject Units were acquired from treasury and not through the facilities of any stock exchange. The holdings of securities of the Company by Archytas are managed for investment purposes, and Archytas could increase or decrease its investments in the Company at any time, or continue to maintain its current investment position, depending on market conditions or any other relevant factor.
A copy of the applicable securities report filed in connection with the matters set forth above may be obtained by contacting: Archytas Ventures, LLC, 1901 Avenue of the Stars, Suite 120, Los Angeles, California, 90067, Tel: 310 683-2336.
SOURCE:Archytas Ventures, LLC
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