FORM 9 NOTICE OF PROPOSED ISSUANCE OF LISTED

FORM 9
NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities1)
Please complete the following:
Name of Listed Issuer: DealNet Capital Corp (the “Issuer”).
Trading Symbol: DLS
Date: Feb 13/15
Is this an updating or amending Notice:
X Yes
No
If yes provide date(s) of prior Notices: December 3, 2014.
Issued and Outstanding Securities of Issuer Prior to Issuance: 75,842,783.
Date of News Release Announcing Private Placement: November 25, 2014.
Closing Market Price on Day Preceding the Issuance of the News Release: $0.19
1.
Private Placement (if shares are being issued in connection with an
acquisition (either as consideration or to raise funds for a cash acquisition),
proceed to Part 2 of this form)
Full Name &
Residential
Address of Placee
Number of
Securities
Purchased
or to be
Purchased
Purchase
price per
Security
(CDN$)
Conversion
Price (if
Applicable)
Prospectus
Exemption
Jacques Grimmard
1342 Adelard Plourde,
Chicoutimi QC G7H 6J4
1,052,630
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
9182-3971 Quebec Inc.
2110 Rue des Muguets
Longueuil QC J4N 1P6
1,152,631
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
Bliss Global Corp.
1929 Leslie St.
North York, ON M3B
2M3
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
Christine Bentley
77 McMurrich St., Unit
504
Toronto, ON M5R 3V3
263,157
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
No. of
Securities,
directly or
indirectly,
Owned,
Controlled or
Directed
Payment
Date(1)
Describe
relations
-hip to
Issuer (2)
3,600,000
11-Feb-15
Unrelated to
issuer
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 1
K. Goldman Engineering
Inc.
103 Viewmount Ave
North York, ON M6B
1T5
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Mary Somerton
503 Rushton Rd.
York, ON M6C 2Y4
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Mike Grace
87 Eagle Rd.
Etobicoke, ON M8Z 4J3
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Nurit Barr
10 Vesta Dr.
Toronto, ON M5P 2Z5
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Rene M. Bharti
65 Queen St. W., Suite
800
Toronto, ON M5H 2M5
263,157
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Rivka Melnick
40 Millbank Ave
Toronto, ON M5P 1S5
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Sherri Mackay
412 The Kingsway
Etobicoke, ON M9A
3V9
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Stanley Markin Dentistry
Professional Corporation
403-3420 Finch Ave. E.
Scarborough, ON M1W
2R6
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Toby Burak
51 Chazon 1st St.
B'Nei Bak, Isreal 51511
394,736
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
N/A
Unknown
11-Feb-15
Unrelated to
issuer
Robert Ashdown
10 Wilson House Dr.
Ashburn, ON L0B 1A0
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
2208951 Ontario Limited
56 Shallmar Blvd.
Toronto, ON M6C 2J9
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
469210 Ontario Limited
401 Dundas St. E.
Toronto, ON M5A 2A7
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Carrie Weiler
69 Mccutcheon Ave
Nobleton ON L0G 1N0
72,368 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
6878628 Canada Inc.
300 ave des Sommets
Verdun QC
1,150,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 2
Capital Event Mgmt Ltd.
100-736 Granville St
Vancouver BC V6Z 1G3
55,263 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
SimKap Advisory Corp
1610- 70 York Street
Toronto ON
281,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
GraySim Family Trust
85 Coleridge Ave
Toronto ON M4C 4H7
457,894
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Pierre G. Gagnon
262 King Street
Oakville ON L6J 1B7
1,221,052
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
1,863,000
11-Feb-15
Insider
Michael Hilmer
9 Hannaford Drive
Toronto ON M4S 3G6
526,315
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
7,360,000
11-Feb-15
Insider
CJA Professional
Services Limited
#4B- 2380 Wyecroft
Road
Oakville ON L6L 6W1
Edmund Elbert
95 Evans Ave
Etobicoke ON M8Z 1H7
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
22,000
11-Feb-15
Unrelated to
issuer
87,500 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Richard Nemis
750 Joe Persechini
Drive
Newmarket ON L3X 2S6
52,700 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
nil
11-Feb-15
Unrelated to
issuer
Neil Novak
88 Cottonwood Cres
Cambridge ON N1T 2J1
60,526 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
50,000
11-Feb-15
Unrelated to
issuer
Alain Ruel
124 Applewood Cres
Beaconsfield QC H9W
6A1
263,157
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Patrick Belanger
664 des Chataigniers
Boucherville QC J4B
8S2
526,315
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Marc Beauchamp
583 Chester
Mont-Royal QC H3R
1X1
150,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Maurice Montpetit
512 Hall St
Verdun QC H3E 1H3
202,500
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Marye Laurence
124 Applewood Cres
Beaconsfield QC H9W
6A1
263,158
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 3
Normand Bellemare
17 des Parulines
Verdun QC H3E 2C2
526,316
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Sedma Inc.
10 Boulevard des HautsBois
Ste-Julie QC J3E 3H8
100,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Bruce Nicholson
PO Box 380
Downingtown PA 19335
USA
157,894
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
Reg D
nil
11-Feb-15
Unrelated to
issuer
Michel Bolduc
2023 Boul. Bedard
Saint Lazare QC J7T
2G1
526,316
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Daniel Drappel
20 Hargrove Lane Unit 2
Toronto ON M4N 0A4
100,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.24(1)(c) of
NI 45-106
nil
11-Feb-15
Related
Jean-Francois Lemay
21 du Voltigeur
Blainville QC J7C 5P4
50,000 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
Maxence GagneGodbout
304 Rue Montarville
Longueil QC J4H 2L7
100,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
Unknown
11-Feb-15
Unrelated to
issuer
Jean-Maxime Butera
9 Douvaine
Candiac QC J5R 6W1
40,000 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
John Blank
913 Mary St.
Villa Hills KY 41017
USA
45,000 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
Reg D
85,000
11-Feb-15
Unrelated to
issuer
Stephen Simms
26 Glenforest Drive
Thornhill ON L4J 8K5
50,000 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
unknown
11-Feb-15
Unrelated to
issuer
David Blank
36 West 5th St.
Covington KY 41011
USA
100,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
Reg D
50,000
11-Feb-15
Unrelated to
issuer
Timothy Lorch
752 Twilight Dr.
Crescent Springs KY
41017 USA
100,000
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
Reg D
700,000
11-Feb-15
Unrelated to
issuer
Ghislain Rodier
1251 rue de Norvege
Mascouche QC J7L 0B5
50,000 common
shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
nil
11-Feb-15
Unrelated to
issuer
Steve Kaszas
1 First Canadian Place,
39th Floor
Toronto ON M5X 1H3
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
nil
11-Feb-15
Unrelated to
issuer
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 4
Kathryn Kaszas
1 First Canadian Place,
39th Floor
Toronto ON M5X 1H3
394,736
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
nil
11-Feb-15
Unrelated to
issuer
Leslie Paul Dakens
343 Deloraine Ave
Toronto ON M5M 2B7
526,315
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
nil
11-Feb-15
Unrelated to
issuer
Holiday Marketing
Limited
7145 Kennedy Rd
Mississauga ON L5S
0A6
131,578
common shares
$0.19
Equal number
of warrants
exercisable at
$0.30
s.2.3(1) of NI
45-106
nil
11-Feb-15
Unrelated to
issuer
(1) Indicate date each placee advanced or is expected to advance payment for securities. Provide details
of expected payment date, conditions to release of funds etc. Indicate if the placement funds been
placed in trust pending receipt of all necessary approvals.
(2) Indicate if Related Person.
1An
issuance of non-convertible debt does not have to be reported unless it is a significant transaction as
defined in Policy 7, in which case it is to be reported on Form 10.
1.
Total amount of funds to be raised: $2,509,012
2.
Provide full details of the use of the proceeds. The disclosure should be
sufficiently complete to enable a reader to appreciate the significance of the
transaction without reference to any other material.
.
The proceeds from the offering will be used for capital to fund future growth,
repay debt, working capital and general and administrative purposes.
3.
Provide particulars of any proceeds which are to be paid to Related Persons
of the Issuer:
Not applicable.
4.
If securities are issued in forgiveness of indebtedness, provide details and
attach the debt agreement(s) or other documentation evidencing the debt and
the agreement to exchange the debt for securities.
Of the total Offering, debt converted was $1,429,250, consisting of the
following:
$319,000 of principal and interest of the Issuer’s short-term debentures;
$450,000 of principal of the Issuer’s subordinated secured debentures;
$218,500 of principal and interest of a promissory note;
$239,750 of unsecured amounts owing to creditors; and
$202,000 of compensation owing to Insiders.
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 5
5.
6.
Description of securities to be issued:
(a)
Class Common shares
.
(b)
Number 13,205,309
.
(c)
Price per security $0.19
.
(d)
Voting rights- One vote per common share
Provide the following information if Warrants, (options) or other convertible
securities are to be issued:
(a)
Number 13,205,309
(b)
Number of securities eligible to be purchased on exercise of
Warrants (or options) 13,205,309 common shares
.
.
7.
8.
(c)
Exercise price $0.30
.
(d)
Expiry date August 11, 2016
.
Provide the following information if debt securities are to be issued:
(a)
Aggregate principal amount N/A
.
(b)
Maturity date N/A
.
(c)
Interest rate N/A
.
(d)
Conversion terms N/A
.
(e)
Default provisions N/A
.
Provide the following information for any agent’s fee, commission, bonus or
finder’s fee, or other compensation paid or to be paid in connection with the
placement (including warrants, options, etc.):
(a)
Details of any dealer, agent, broker or other person receiving
compensation in connection with the placement (name, address. If a
corporation, identify persons owning or exercising voting control over
20% or more of the voting shares if known to the Issuer):
.
GMP Securities- 145 King Street West, Suite 300 Toronto ON M5H
1J8
BMO Nesbitt Burns- 1 First Canadian Place, Toronto ON M5X 1H3
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 6
Hampton Securities- 141 Adelaide Street West, Toronto ON M5H
3L6
9.
(b)
Cash $139,688.96
.
(c)
Securities $139,669.96 (735,207 warrants with exercise price of
$0.30 and 18 month expiry)
.
(d)
Other
.
(e)
Expiry date of any options, warrants etc. August 11, 2016
.
(f)
Exercise price of any options, warrants etc. $0.30
.
State whether the sales agent, broker, dealer or other person receiving
compensation in connection with the placement is Related Person or has any
other relationship with the Issuer and provide details of the relationship N/A
.
10.
Describe any unusual particulars of the transaction (i.e. tax “flow through”
shares, etc.).
N/A
11.
.
State whether the private placement will result in a change of control.
No
12.
.
Where there is a change in the control of the Issuer resulting from the issuance
of the private placement shares, indicate the names of the new controlling
shareholders. N/A
.
13.
Each purchaser has been advised of the applicable securities legislation
restricted or seasoning period. All certificates for securities issued which are
subject to a hold period bear the appropriate legend restricting their transfer
until the expiry of the applicable hold period required by National Instrument
45-102..
2.
Acquisition
1.
Provide details of the assets to be acquired by the Issuer (including the location
of the assets, if applicable). The disclosure should be sufficiently complete to
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 7
enable a reader to appreciate the significance of the transaction without
reference to any other material:
.
2.
Provide details of the acquisition including the date, parties to and type of
agreement (eg: sale, option, license etc.) and relationship to the Issuer. The
disclosure should be sufficiently complete to enable a reader to appreciate the
significance of the acquisition without reference to any other material:
3.
Provide the following information in relation to the total consideration for the
acquisition (including details of all cash, securities or other consideration) and
any required work commitments:
(a)
Total aggregate consideration in Canadian dollars:
.
(b)
Cash:
.
(c)
Securities (including options, warrants etc.) and dollar value:
.
(d)
Other:
.
(e)
Expiry date of options, warrants, etc. if any:
.
(f)
Exercise price of options, warrants, etc. if any:
.
(g)
Work commitments:
.
4.
State how the purchase or sale price was determined (e.g. arm’s-length
negotiation, independent committee of the Board, third party valuation etc).
5.
Provide details of any appraisal or valuation of the subject of the acquisition
known to management of the Issuer:
.
6.
The names of parties receiving securities of the Issuer pursuant to the
acquisition and the number of securities to be issued are described as follows:
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 8
Name of
Party (If not
an
individual,
name all
insiders of
the Party)
Number
and Type
of
Securities
to be
Issued
Dollar
value per
Security
(CDN$)
Conversion
price (if
applicable)
Prospectus
Exemption
No. of
Securities,
directly or
indirectly,
Owned,
Controlled or
Directed by
Party
Describe
relationship
to Issuer (1)
(1) Indicate if Related Person
7.
Details of the steps taken by the Issuer to ensure that the vendor has good title
to the assets being acquired:
.
8.
Provide the following information for any agent’s fee, commission, bonus or
finder’s fee, or other compensation paid or to be paid in connection with the
acquisition (including warrants, options, etc.):
9.
(a)
Details of any dealer, agent, broker or other person receiving
compensation in connection with the acquisition (name, address. If a
corporation, identify persons owning or exercising voting control over
20% or more of the voting shares if known to the Issuer):
.
(b)
Cash
.
(c)
Securities
.
(d)
Other
.
(e)
Expiry date of any options, warrants etc.
(f)
Exercise price of any options, warrants etc.
.
State whether the sales agent, broker or other person receiving compensation
in connection with the acquisition is a Related Person or has any other
relationship with the Issuer and provide details of the relationship.
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 9
10.
If applicable, indicate whether the acquisition is the acquisition of an interest in
property contiguous to or otherwise related to any other asset acquired in the
last 12 months.
.
Certificate Of Compliance
The undersigned hereby certifies that:
1.
The undersigned is a director and/or senior officer of the Issuer and has been
duly authorized by a resolution of the board of directors of the Issuer to sign
this Certificate of Compliance on behalf of the Issuer.
2.
As of the date hereof there is not material information concerning the Issuer
which has not been publicly disclosed.
3.
The undersigned hereby certifies to the Exchange that the Issuer is in
compliance with the requirements of applicable securities legislation (as such
term is defined in National Instrument 14-101) and all Exchange Requirements
(as defined in CSE Policy 1).
4.
All of the information in this Form 9 Notice of Issuance of Securities is true.
Dated February 13, 2015.
Robert Cariglia
“Robert Cariglia”
Signature
President and CEO
FORM 9 – NOTICE OF PROPOSED ISSUANCE OF
LISTED SECURITIES
February 2015
Page 10