Monday, March 13, 2017 7:36:45 PM
SPA between ONCOLIX INC and AEPP
This Information Statement is being mailed on or about March 7, 2017 to the holders of record at the close
of business on March 6, 2017 (the “ Record Date ” ) of the common stock, par value $0.0001 per share (the “ Common Stock ” ), of Advanced Environmental Petroleum Producers, Inc., a Florida corporation ( “ we ” , “ us ” , “ our ” or the “ Company ” ), in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), and Rule 14f-1 promulgated there under, in connection with the change in majority control of the Company ’ s Board of Directors (the “ Board ” ), other than by a meeting of stockholders anticipated to occur on or about March 16, 2017 (10 days following the date of mailing of this Information Statement). Section 14(f) of the Exchange Act and Rule 14f-1 require the mailing to our stockholders of record the information set forth in this Information Statement at least 10 days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our stockholders). Accordingly, the change in a majority of our directors pursuant to the transactions described herein will not occur until at least 10 days following the mailing of this Information Statement.
Pursuant to a Stock Purchase Agreement dated as of March 6, 2017 by and among Oncolix, Inc., a Delaware corporation (the “ Purchaser ” or “ Oncolix ” ” ), Brian K. Kistler our majority shareholder and sole executive officer, employee and director on our Board, New Opportunity Business Solutions, Inc. a corporation whose sole employee, officer, director, control person and shareholder is Mr. Kistler ( “ NOBS , ” and together with Mr. Kistler, collectively, the “ Seller ” ) and the Company (the “ SPA ” ), the Seller will sell 61,465,130 shares
of our common stock owned by the Seller (approximately 66% of our issued and outstanding shares
) to the Purchaser for a purchase price
of $315,000 (the “ Share Acquisition ” ). As a result of the Share Acquisition, the Purchaser will become the majority shareholder of the Company, and pursuant to the SPA, approximately $111,928 of the $315,000 purchase price
will be utilized by the Seller to pay all outstanding indebtedness and financial obligations of the Company so that immediately following the closing of the Share Acquisition (the “ SPA Closing ” ), the Company will have no outstanding indebtedness and/or other financial obligations. The SPA Closing is expected to occur on or following March 17, 2017 (with the exact date of the SPA Closing being referred to as the “ SPA Closing Date ” ).
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