New York, New York--(Newsfile Corp. - January 15, 2021) - This news release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report regarding the common shares (the "Common Shares") in the capital of GetSwift Technologies Limited (the "Issuer" or "GetSwift").
On January 13, 2021 (the "Transfer Date"), Mr. Macdonald transferred (i) 4,509,622 Common Shares and options ("Options") exercisable for an aggregate of up to 142,857 Common Shares to Blue Ocean Enterprises LLC (the "Blue Ocean Transfer") and (ii) 2,857,143 Common Shares to 33 Degrees Group LLC (the "33 Degrees Transfer").
Blue Ocean Enterprises LLC is an affiliate of Mr. Macdonald and is wholly-owned by JM Living Trust, a revocable trust formed by Mr. Macdonald (the "Revocable Trust"). Mr. Macdonald is the sole trustee and beneficiary of the Revocable Trust and the sole director of Blue Ocean Enterprises LLC. 33 Degrees Group LLC is wholly-owned by The Whitehaven Trust, an irrevocable family trust formed by Mr. Macdonald (the "Irrevocable Trust"). Mr. Macdonald is neither a beneficiary nor a trustee of the Irrevocable Trust nor a director of 33 Degrees Group LLC and does not exercise control or direction over the Irrevocable Trust or 33 Degrees Group LLC.
Immediately prior to the Blue Ocean Transfer and the 33 Degrees Transfer, Mr. Macdonald had beneficial ownership of and control over 7,366,764 Common Shares, representing approximately 23.9% of the issued and outstanding Common Shares (on a non-diluted basis). In addition, prior to the Blue Ocean Transfer, Mr. Macdonald had beneficial ownership of control over an aggregate of up to 142,857 Common Shares, issuable upon the exercise of the Options, which represent approximately an additional 0.005% of the issued and outstanding Common Shares (on a partially-diluted basis).
Assuming the exercise of all Options held by Mr. Macdonald prior to the Blue Ocean Transfer, Mr. Macdonald would have held an aggregate of 7,479,621 Common Shares, representing approximately 24.2% of the issued and outstanding Common Shares (on a partially-diluted basis), prior to the Blue Ocean Transfer and the 33 Degrees Transfer.
Mr. Macdonald retains beneficial ownership and control over all Common Shares and Options transferred in connection with the Blue Ocean Transfer. Mr. Macdonald ceased to beneficially own, or exercise control or direction over, the Common Shares transferred in connection with the 33 Degrees Transfer, which represent approximately 9.29% of the issued and outstanding Common Shares (on a non-diluted basis). Following the Blue Ocean Transfer and the 33 Degrees Transfer, Mr. Macdonald beneficially owns or exercises control or direction over 4,509,621 Common Shares, representing approximately 14.68% of the issued and outstanding Common Shares (on a non-diluted basis). Assuming the exercise of all Options, Mr. Macdonald will beneficially own and exercise control or direction over 4,652,478 Common Shares, representing approximately 15.08% of the issued and outstanding Common Shares on a partially-diluted basis (on a partially-diluted basis).
The securities transferred by Mr. Macdonald in connection with the Blue Ocean Transfer and the 33 Degrees Transferred were transferred to the applicable transferee for nil consideration in connection with the reorganization of Mr. Macdonald's holdings for estate planning purposes.
Mr. Macdonald is a director, founder, the President, and may be considered a promoter, of the Issuer and may in the future, either directly or indirectly, increase or decrease his beneficial ownership, control, or direction over Common Shares or options exercisable for Common Shares, including any further restructuring of such holdings for estate planning purposes which could result in the transfer of beneficial ownership and/or control or direction of some of Mr. Macdonald's direct or indirect holdings of Common Shares, or acquire additional securities of the Issuer or dispose of securities of the Issuer either through the open market, private agreements, treasury issuances, exercise of options, convertible securities, or otherwise, in each case as investment conditions warrant and depending on market conditions, reformulation of plans and/or other relevant factors and subject to applicable securities laws.
A copy of the early warning report describing the above transaction is available on SEDAR at www.sedar.com under the profile of the Issuer. For further information or a copy of the early warning report may be obtained upon request by contacting the Issuer's corporate secretary, Julian Rockett, at jr@karmalawyers.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/72148
