SHELDON INWENTASH AND JOINT ACTORS ACQUIRES SECURITIES OF IMAGINATION PARK ENTERTAINMENT INC.
Sheldon Inwentash's joint actors acquired ownership and control of an aggregate of 7.75 million common shares and 7.75 million common share purchase warrants of Imagination Park Entertainment Inc. on Nov. 9, 2018. The Subject Units represented approximately 7.6 per cent of all issued and outstanding common shares of the company as of November 9, 2018 immediately following the transaction described above (or approximately 14.2 per cent on a partially diluted basis, assuming exercise of the Subject Warrants only), resulting in a corresponding increase in the percentage of shares held by the Joint Actors as a result of the transaction.
Immediately before the transaction described above, Inwentash and the Joint Actors held an aggregate of 2,600,000 common shares of the company (the "preshares"), and convertible securities entitling Inwentash and the Joint Actors to acquire an additional 5,400,000 common shares of the company (the "preconvertible Securities") representing approximately 3.4 per cent of the issued and outstanding common shares of the company (or approximately 9.8 per cent on a partially diluted basis, assuming exercise of the Pre- Convertible Securities only). Of this total, Inwentash held an aggregate of nil of the preshares and 1,000,000 preconvertible Securities, representing approximately 0 per cent of the issued and outstanding common shares of the company (or approximately 1.3 per cent assuming exercise of such preconvertible Securities only), and the Joint Actors held an aggregate of 2,600,000 of the preshares and 4,400,000 Pre- Convertible Securities, representing approximately 3.4 per cent of the issued and outstanding common shares of the company (or approximately 8.7 per cent assuming exercise of such preconvertible Securities only).
Immediately following the transaction described above, Inwentash and the Joint Actors held an aggregate of 10,350,000 common shares (the "Post-Shares") and convertible securities entitling Inwentash and the Joint Actors to acquire an additional 13,150,000 common shares of the company (the "postconvertible Securities"), representing approximately 10.2 per cent of the issued and outstanding common shares of the company (or approximately 20.5 per cent assuming exercise of such postconvertible Securities only). Of this total, Inwentash held an aggregate of 2, 500,000 of the Post-Shares and 3,500,000 of the postconvertible Securities (representing approximately 2.5 per cent of the issued and outstanding common shares of the company or approximately 5.8 per cent assuming exercise of such postconvertible Securities only), and the Joint Actors held an aggregate of 7,850,000 of the Post-Shares and 9,650,000 of the postclosing Convertible Securities (representing approximately 7.7 per cent of the issued and outstanding common shares of the company, or approximately 15.7 per cent assuming exercise of such postconvertible Securities only).
The Subject Units were acquired in a private placement and not through the facilities of any stock exchange. The holdings of securities of the company by Inwentash and the Joint Actors are managed for investment purposes, and Inwentash and the Joint Actors could increase or decrease their investments in the company at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor. The aggregate consideration payable for the Subject Units was $930,000, or $0.12 per Subject Unit.
The trade was effected in reliance upon the exemption contained in Section 2.3 of National Instrument 45- 106 on the basis that each of Inwentash and the Joint Actors are an "accredited investor" as defined herein.
