Aquis Stock Exchange
Aquis Stock Exchange: Application for admission update
27-May-2021 / 12:00 GMT/BST
ANNOUNCEMENT OF APPLICATION FOR ADMISSION TO THE AQSE GROWTH MARKET
Pioneer Media Holdings Inc.
APPLICANT REGISTERED OFFICE, PRINCIPAL PLACE OF BUSINESS (IF DIFFERENT) AND TELEPHONE NUMBER:
Suite 2900 - 595 Burrard Street, Vancouver, British Columbia, V7X 1J5, Canada.
D25 - 1525 Coal Harbour Quay, Vancouver, British Columbia, V6G 3E7, Canada.
Telephone number: +44 (0) 207 183 7405
DIRECTORS AND PROPOSED DIRECTORS (IF APPLICABLE):
Michael Edwards, CEO & Director
Mr. Edwards has a wealth of experience in building and scaling technology companies in private and public markets,
including the following: (i) co-founded AreaConnect.com, a consumer content company which was acquired by Marchex, a
Nasdaq listed company, in 2008; (ii) invested in early-stage consumer companies such as Punch'd (later acquired by
Google), Wander (later acquired by Yahoo), Summify (later acquired by Twitter), BlueBat Games (later acquired by
Novomatic Group, Retsly (later acquired by Zillow) and Password Box (later acquired by Intel); (iii) co-founded LX
Ventures, a publicly listed consumer internet foundry that acquired and scaled Mobio Technologies; (iv) co-founded
Growlab, a seed-stage accelerator focussing on consumer-facing digital product. Growlab later merged with Extreme
Startups to create Canada's Highline accelerator; (v) co-founded Wyley Interactive, a mobile game engagement platform,
which was acquired by Zynga, a Nasdaq listed company, in 2014; (vi) co-founded Creative Labs, a venture capital backed
startup foundry that builds consumer technology companies by leveraging the Creative Artist Agency's access to talent
and audience; (vii) co-founded Argo Blockchain PLC, an enterprise-scale provider of cryptocurrency mining services that
listed on the London Stock Exchange; (viii) co-founded Guild esports Plc, a global esports franchise listed on the
London Stock Exchange; (ix) co-founded Leaf Mobile Inc, Canada's largest mobile game studio, listed on the Toronto
Stock Exchange; (x) co-founded Pioneer Media Holdings Inc, an investment issuer listed on the Canadian Stock Exchange
focussing on Mobile Gaming, esports and the Metaverse; (xi) co-founded Cellular Goods Plc, the first publicly listed
cannabinoid company on the London Stock Exchange; and (xii) co-founded NFT Investments Plc, the first publicly traded
vehicle for this new asset class.
Mark Rutledge, Director
Mr. Rutledge, age 61, has experience in technology, start-up structure and financing, and public markets. He was
formerly the CEO of Motto Technologies PLC, headquartered in London, UK, a wealth management platform centered on
digital currencies, aimed at millennials. Mr. Rutledge is also the President of Carraway Capital Corp., a
Vancouver-based early-stage angel investment company. He is a Co-Founder and Director of Sosido Technologies Inc., a
leading knowledge exchange platform for Health Care Professionals. Mr. Rutledge is an active member of the technology
start-up community in Vancouver. Earlier in his career, he practised securities and entertainment law in Vancouver. Mr.
Rutledge holds a BA cum laude and a JD from the University of British Columbia.
Darcy Taylor, Director
Mr. Taylor, age 52, has over 20 years of senior executive experience building successful companies and brands spanning,
Asia, Europe and North America. He is currently CEO of Leaf Mobile Inc., a public company listed on the TSXV which
develops digital games for mobile devices. He is a director of each of The Dibs eSports Corp., Level Sport CBD (a
private company selling CBD based products), and Leaf Studios PLC (a public UK based company that designs and publishes
computer games); and is president of Letter 4 Consulting Ltd. (a private consulting company).
Andrew Stewart, CFO and Corporate Secretary
Mr. Stewart, age 47, is a Chartered Professional Accountant providing accounting services to private and public
companies. Mr. Stewart has over 20 years of experience working as a financial manager and controller within resource
based industries, technology, shell corporations, and early stage start-up enterprises. Mr. Stewart holds a Bachelors
of Commerce (Accounting) from the University of British Columbia.
Equity Investment Instruments
DESCRIPTION OF THE APPLICANT AND ITS ACTIVITIES:
The applicant is an investment company focused on the eSports and mobile gaming industries, and all business sectors
related thereto. Its primary objective is to invest its funds for purposes of generating returns from capital
appreciation and investment income. It intends to accomplish these goals through the identification of and investment
in securities of private and publicly listed entities that are involved in or connected with the eSports and mobile
NAME OF AQSE CORPORATE ADVISER:
First Sentinel Corporate Finance Limited
NUMBER, CLASS AND PAR VALUE OF SECURITIES TO BE ADMITTED:
Listing of 55,536,433 Common Shares of no par value.
SECURITIES IN PUBLIC HANDS AS A PERCENTAGE OF THE TOTAL NUMBER OF SECURITIES IN ISSUE (excluding securities held in
SHAREHOLDERS HOLDING MORE THAN FIVE PER CENT OF THE APPLICANT'S SHARE CAPITAL OR VOTING RIGHTS PRE- AND POST-ADMISSION:
Shareholder No. of shares Holdings
Michael Edwards 13,011,000
(directly and indirectly via Marallo Holdings Inc. and Pioneer Financial Holdings Inc.)
DJF Capital Inc. 7,958,333 14.33%
TIMETABLE FOR ANY OFFER OF TRANSFERABLE SECURITIES TO THE PUBLIC:
THE EXPECTED ADMISSION DATE:
1 June 2021
WEBSITE ADDRESS WHERE INVESTOR INFORMATION WILL BE AVAILABLE FOR INSPECTION:
The Company Documents pertaining to the listing on the CSE can be found on SEDAR at https://www.sedar.com/.
In respect of a fast-track applicant, the following information should also be included:
NAME OF MARKET ON WHICH THE APPLICANT'S SECURITIES ARE CURRENTLY TRADED:
Canadian Securities Exchange (CSE)
The Company will have a dual listing with its Common Shares fully fungible through a Depositary Interest ("DI"). The DIs will carry the same ISIN as the Common Shares listed in Canada on the CSE. The ISIN number is CA7237472005.
ARRANGEMENTS FOR THE SETTLEMENT OF TRANSACTIONS IN THE APPLICANT'S SECURITIES:
The Common Shares are eligible for CREST settlement. There are no restrictions on the transfer of Common Shares, excepting as outlined in the paragraph below.
About the Depositary Interests
The Common Shares will not themselves be admitted to CREST. Instead, Computershare Investor Services Plc ("Depositary"), acting as depositary, will issue Depositary Interests in respect of the underlying Common Shares. The Depositary Interests will be independent securities constituted under English law which may be held and transferred through CREST. Depositary Interests will have the same international security identification number (ISIN) as the underlying Common Shares and will not require a separate listing on the Official List. The Depositary Interests will be created and issued pursuant to the Deed Poll, which will govern the relationship between the Depositary, as depositary, and the holders of Depositary Interests.
The Depositary Interests will be created pursuant to and issued on the terms of the Deed Poll. The Deed Poll is executed by the Depositary, in favour of the holders of the Depositary Interests from time to time. Prospective holders of Depositary Interests should note that they will have no rights against Euroclear or its subsidiaries in respect of the underlying Common Shares or the Depositary Interests representing them. Common Shares will be transferred to an account of the Depositary or its nominated custodian and the Depositary will issue Depositary Interests to participating members.
Each Depositary Interest will be treated as one Common Share for the purposes of determining, for example, eligibility for any dividends. The Depositary will pass on to holders of Depositary Interests any stock or cash benefits received by it as holder of Common Shares on trust for such Depositary Interest holder. Depositary Interest holders will also be able to receive from the Depositary notices of meetings of holders of Common Shares and other information to make choices and elections issued by the Company to the Shareholders.
Application is being made for the Depositary Interests in respect of the underlying Common Shares to be admitted to CREST with effect from Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS:
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