Prodigy to Simplify Capital Structure to Single Common Share Class

(TSXV-PGV)

TORONTO, July 17, 2019 /CNW/ - Prodigy Ventures Inc. (TSXV: PGV) ("Prodigy" or the "Company") today announced that it has received approval from the TSX Venture Exchange to convert its 88,051,418 issued and outstanding restricted voting shares (also sometimes referred to as non-voting shares in the Company's public disclosure documents) to common shares. 

The restricted voting shares are identical to the Company's common shares in all respects other than the fact that they only entitle the holder to vote such shares in limited circumstances.  The restricted voting shares were created in connection with the completion of the Company's qualifying transaction in 2015 to ensure that the Company was able to satisfy the TSX Venture Exchange's public float distribution requirements.  The terms of such shares provide that the restricted voting shares will be automatically converted to common shares when such conversion is permitted by the rules of the TSX Venture Exchange.  The TSX Venture Exchange has confirmed that such conversion will be permitted provided that following such conversion the Company's Public Float is not less than 10% of the issued and outstanding common shares following such conversion.  This condition has been satisfied as a result of a transfer of 1,115,500 restricted voting shares held by a former 10% shareholder of the Company to the Company's Chief Executive Officer (and the release of such holder from a voting trust agreement in favour of Mr. Beckerman).

Following the conversion of the restricted voting shares the Company will have 115,506,320 common shares issued and outstanding.  The conversion of the restricted voting shares for common shares will be effective as of July 17, 2019.

Given that the restricted voting shares had the same economic entitlements as common shares, the conversion of the restricted voting shares will have no impact on the financial results of the Company including its per share financial disclosure.  In addition, the number of shares used to calculate the Company's market capitalization will remain unchanged since the market capitalization has previously been calculated based on the total number of common and restricted voting shares.  The sole impact of the change is to simplify the Company's capital structure and to ensure that all outstanding shares carry one vote per share.

Early Warning Reports

In connection with the above transaction the Company's Chief Executive Officer, Tom Beckerman and 77987958 Canada Corp, a shareholder previously holding greater than 10% of the outstanding common and restricted voting shares have filed early warning reports (each a "Report") under the Company's  profile on www.sedar.com as summarized below. This press release is being disseminated as required by National Instrument 62-103, The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the filing of an early warning report.

Tom Beckerman

Prior to the completion of the transaction set forth in the Report, Tom Beckerman of 82 Kilbarry Road, Toronto, Ontario M5P 1K7 owned 14,802,408 common shares in the capital of the Company (directly and through his RRSP) and 62,856,908 restricted voting shares in the capital of the Company. In addition, Mr. Beckerman controlled an additional 7,788,482 common shares and an additional 19,258,174 restricted voting shares pursuant to a voting trust agreement entered into with certain shareholders.  

On July 16, 2019 Mr. Beckerman acquired a total of 1,115,500 restricted voting shares at a price of $0.03 per share for total consideration of $33,465.00 and released 11,544,382 shares from the above referenced voting trust agreement. In addition, as noted above the Company has converted the restricted voting shares to common shares.    As a result of the foregoing transactions the percentage of restricted voting shares of the Company owned or controlled by Mr. Beckerman decreased from 93.3% to 0% and the percentage of common shares of the Company owned or controlled by Mr. Beckerman decreased from 82.3% to 80.7%.

Immediately before the transaction that triggered the requirement to file the Report, Mr. Beckerman owned or controlled a total of 22,590,890 common shares and 82,115,082 restricted voting shares representing 82.3% of the issued and outstanding common shares and 93.3% of the issued and outstanding restricted voting shares.  Immediately following the transactions that triggered the requirement to file the Report, Mr. Beckerman owned or controlled a total of 93,161,590 common shares representing 80.7% of the issued and outstanding common shares and no restricted voting shares.

Neither Mr. Beckerman, nor to the knowledge of Mr. Beckerman, any of the joint actors, have a present intention to acquire or dispose of additional securities. Such intention may change depending on various factors including, without limitation, the Company's financial position, the price levels of the common shares of the Company, conditions in the securities markets and general economic and industry conditions, the Company's business or financial condition, and other factors and conditions Mr. Beckerman and/or the joint actors deem appropriate, Mr. Beckerman and/or the joint actors may acquire or dispose of additional securities in the future but have no current plans or future intentions to do so.

7797958 Canada Corp.

Prior to the completion of the transaction set forth in the Report, 7797958 Canada Corp. ("7797958") of 22 Concession 14 Rd. E, Puslinch, Ontario N0B 2J0 owned 3,269,539 common shares in the capital of the Company and 9,390,343 restricted voting shares in the capital of the Company. 

On July 16, 2019 7797958 disposed of a total of 1,115,500 restricted voting shares at a price of $0.03 per share.  In addition, as noted above the Company has converted the restricted voting shares to common shares. As a result of the foregoing transactions the percentage of restricted voting shares of the Company owned or controlled by 7797958 decreased from 10.7% to 0% and the percentage of common shares of the Company owned or controlled by 7797958 decreased from 11.9% to 9.99%.

Immediately before the transaction that triggered the requirement to file the Report, the 7797958 owned or controlled a total of 3,269,539 common shares and 9,390,343 restricted voting shares representing 11.9% of the issued and outstanding common shares and 10.7% of the issued and outstanding restricted voting shares.  Immediately following the transactions that triggered the requirement to file the Report, 7797958 owned or controlled a total 11,544,382 common shares representing 9.99% of the issued and outstanding common shares and no restricted voting shares.

7797958 does not have a present intention to acquire or dispose of additional securities. Such intention may change depending on various factors including, without limitation, the Company's financial position, the price levels of the common shares of the Company, conditions in the securities markets and general economic and industry conditions, the Company's business or financial condition, and other factors and conditions 7797958 deems appropriate, 7797958 may acquire or dispose of additional securities in the future but has no current plans or future intentions to do so.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Prodigy Ventures Inc.

Prodigy enables Fintech innovation. The Company develops software and services with emerging technologies for transactions, payments, privacy and digital transformation. Digital transformation services include strategy, architecture, design, project management, agile development, quality engineering and staff augmentation. Prodigy has been recognized as one of Canada's fastest growing companies with multiple awards: Deloitte's Fast 50 Canada and Fast 500 North America (2016, 2017, 2018), Branham 300 (2017, 2018), Growth 500 (2018).

SOURCE Prodigy Ventures Inc.

Andrew Hilton, Prodigy Ventures Inc., Chief Financial Officer, [email protected], 416-606-8833