From the Wires
CORRECTION - Loeb Holding Corporation Files Early Warning Report
By: Marketwired .
Feb. 9, 2018 04:30 PM
TORONTO, ON--(Marketwired - February 09, 2018) - A correction from source is issued with respect to the news release that was disseminated on January 23, 2018 at 7:43 p.m. (Eastern Standard Time). The shareholdings of Loeb Holding Corporation contained in the first paragraph did not expressly disclose the number of warrants acquired and the percentage of outstanding common shares held by Loeb Holding Corporation assuming the exercise of the warrants. The holdings of common shares in the second and fourth paragraphs were expressed on a non-diluted basis and did not assume the exercise of the warrants and any vested options (as applicable) currently held by Loeb Holding Corporation and any joint actors. An amended early warning report will be filed under the Engagement Labs Inc. profile on SEDAR at www.sedar.com. Complete corrected text follows:
Loeb Holding Corporation Files Early Warning Report
TORONTO, ON -- January 23, 2018 -- On November 22, 2017, Loeb Holding Corporation ("Loeb Holding"), a company whose operations are under the common control and direction of Bruce Lev as it relates to Engagement Labs Inc. ("Engagement Labs" and/or the "Company") (TSX VENTURE: EL), acquired an aggregate of 12,750,000 common shares and 6,375,000 warrants upon completion of a private placement (the "Private Placement") representing 13.06% of the issued and outstanding common shares of Engagement Labs assuming the exercise of the warrants. 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 securities from the Private Placement, Loeb Holding, directly or indirectly, beneficially owned 443,347 common shares of Engagement Labs, and 1,669,800 options, representing approximately 2.15 % of the issued and outstanding common shares of Engagement Labs on a partially diluted basis if Loeb Holding were to exercise all of its warrants and vested options. As a result of the closing of the Private Placement, Loeb Holding now owns 13,193,347 common shares of Engagement Labs, 6,375,000 warrants and 1,669,800 options, all of which combined represents approximately 24.19% of the outstanding common shares of Engagement Labs on a partially diluted basis if Loeb Holding were to exercise all of its warrants and vested options.
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. 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 25.33 % of the issued and outstanding common shares of Engagement Labs on a partially 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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