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Press Release

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REX Opportunity Corp. Announces Closing of Private Placement Financing

Friday, March 4, 2022

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Toronto, Ontario – March 3, 2022 – REX Opportunity Corp. (“REX” or the “Corporation”) is pleased to announce that it has closed a non-brokered private placement (“Offering”) of 4,355,000Units at a price of $0.25 per Unit for aggregate gross proceeds of $1,088,750. Each Unit consists of one (1) common share of REX and one (1) common share purchase warrant with each whole warrant exercisable to purchase one (1) common share of REX at an exercise price of $0.45 for a period of two years from the date REX’s common shares are listed for trading on a recognized Canadian stock exchange, subject to accelerated expiry in the event the common shares trade at a 5-day VWAP at or above $0.60. All securities issued in connection with the Offering are subject to a hold period of four months and one day.

Insiders of REX have participated in the Offering by subscribing for 4,355,000 Units. The participation by the insiders in the Offering is considered to be a “related party transaction” as defined for the purposes of Multinational Instrument61-101 – Protection of Minority Security Holders in Special Transactions(“MI 61-101”).  The related party transaction is exempt from the formal valuation and minority approval requirements pursuant to sections 5.5 (a) (b) and (c) and 5.7(1) (a) and (b) of MI 61-101 as the Corporation is not listed on a specified market, the transaction was a distribution of securities for cash and neither the fair market value of the Units distributed to nor the consideration received from the related parties exceeded 25% of the issuer’s market capitalization or $2,500,000.  The Corporation did not file a material change report at least 21 days prior to completion of the Offering as the details of the participation by the related party had not been determined at that time, in order to complete the Offering in an expeditious manner and which the Company deems reasonable in the circumstances.  Participation by insiders in the Offering was approved by the independent directors of the Corporation.

In connection with the Offering, Jim Boyle, REX’s CEO, acquired 8,510,000 common shares (including deemed beneficial ownership) by way of subscription for 4,255,000 Units of the Corporation at a price of $0.25 per Unit, representing an increase of 14% in his holdings.  Before the acquisition, Jim Boyle owned, directly or indirectly, (including deemed beneficial ownership) 23,635,057common shares representing approximately 38.9% of the outstanding shares of REX. After the acquisition, Jim Boyle owns, directly or indirectly (including deemed beneficial ownership) 32,145,057 common shares representing approximately 52.9% of REX’s outstanding common shares.

REX intends to use the proceeds of the Offering to continue developing and implementing its business strategy of creating and acquiring royalty interests in YouTube channels and to reduce accrued and deferred current and long term liabilities.

  

About REX

REX is developing and implementing a strategy of creating and acquiring royalty interests in creators’ YouTube channels. We offer the opportunity to invest directly in content creators and YouTube channels. With REX, investors share in the growth of the content industry.

For further information contact:
REX Opportunity Corp.
Jim Boyle                                                                
Chief Executive Officer
jim@rexopportunity.com                                                                                  

Douglas Ibbitson, CFA
Chief Investment Officer
doug@rexopportunity.com

www.rexopportunity.com

No securities regulatory authority, stock exchange or regulatory services provider has reviewed or accepts responsibility for the content of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Corporation will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

Forward-looking Statements

This press release contains "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding use of proceeds and new business strategies.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predictand many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could affect forward-looking statements include, among others, the following: REX has limited resources, the adequacy of proceeds of financing, the ability of the Corporation to obtain financing, the regulatory environment, the economy and capital markets generally and in particular, the ability of management to implement a business strategy, the importance of key directors, employees, advisors and consultants, and potential for competition.

Any forward-looking statement made by REX in this press release is based only on information currently available to the Corporation and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of the Corporation will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.