TORONTO, ON–(Marketwired – January 23, 2018) – On November 22, 2017, Loeb Holding Corporation (“Loeb Holding”), a company under the common control and direction of Bruce Lev, acquired an aggregate of 12,750,000 common shares of Engagement Labs Inc. (“Engagement Labs” and/or the “Company”) (TSX VENTURE: EL) upon completion of a private placement (the “Private Placement”). Pursuant to the terms of the Private Placement, Loeb Holding subscribed for 12,750,000 units at a price of $0.05 per unit. Each unit was comprised of one common share and one-half of one warrant exercisable at a price of $0.07 per share for a period of 24 months.
Prior to the acquisition of the aforesaid securities, Loeb Holding, directly or indirectly, beneficially owned 443,347 common shares of Engagement Labs, representing approximately 0.60 % of the issued and outstanding common shares of Engagement Labs on a non-diluted basis. As a result of the closing of the Private Placement, Loeb Holding now owns 13,193,347 common shares of Engagement Labs, which represents approximately 9.42 % of the outstanding common shares of Engagement Labs on a non-diluted basis.
Loeb Holding acquired the common shares for investment purposes. Loeb Holding may acquire additional securities of Engagement Labs in the future, may dispose of some or all of the securities or may continue to hold its current position of Engagement Labs.
At that time, Loeb Holding should have filed an early warning report and issued a news release under the National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (the “Early Warning Rules”), but failed to do so. While the number of outstanding common shares of Engagement Labs that are directly or indirectly held by Loeb Holding does not exceed 10%, when Loeb Holding acquired the additional common shares through the Private Placement, its position together with the holdings of common shares of Engagement Labs directly or indirectly held by both Loeb Investors Co 170 LP (“Loeb 170”) and Mr. Bruce Lev corresponded to 10.75 % of the issued and outstanding common shares of Engagement Labs on a non-diluted basis. Mr. Lev is the General Partner of Loeb 170 and Managing Director of Loeb Holding. In this capacity, Mr. Lev has control and direction over the voting and disposition of securities of Engagement Labs held by Loeb Holding and Loeb 170, but does not beneficially own such securities.
Neither Loeb Holding nor Loeb 170 have acquired additional common shares of Engagement Labs since the Private Placement.
The early warning report required under the Early Warning Rules contains additional information with respect to the foregoing matters and will be filed by Loeb Holding under the Engagement Labs profile at www.sedar.com.
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