Matribhumi Samachar English
Vancouver, British Columbia–(Newsfile Corp. – March 18, 2025) – Xineoh Technologies Inc. (“Xineoh” or the “Company”), announces a transaction to improve its financial position in light of financial difficulties that it is facing.
The proposed transaction (the “Transaction”) involves the assignment of a consulting contract (the “Transaction Agreement”) with an affiliate of a financial services company (the “Counterparty”) to Xineoh PTY Ltd. (“Xineoh SA”) in consideration of:
Xineoh SA shall forgive the outstanding receivable due from Corporation to Xineoh SA in the amount of US$28,500.Xineoh SA shall pay, on behalf of Corporation, the server maintenance costs supporting Corporation’s technology until June 30, 2025.Xineoh SA shall assume all costs of its operations, including outstanding accounts payable, which will no longer be charged to the Corporation.In the event that the Transaction Agreement is extended beyond September 30, 2025 (the “Term End Date”), or new agreement is entered into with the Counterparty or an affiliate for a term that extends beyond the Term End Date, Xineoh SA will pay to Corporation on a monthly basis, 10% of the gross proceeds received from such contract after the Term End Date. Such payment shall be due within 15 days of the end of each month for proceeds received in the prior month.
In addition, the Board of Directors has determined to conduct a process to attempt to find a buyer or strategic partner for the technology that has been developed for and is owned by the Corporation.
Xineoh SA is owned by Mr. Vian Chinner, Chief Executive Officer, Chief Technical Officer and a director, and is considered to be a “related party” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protections of Minority Security Holders in Special Transactions (“MI 61-101”). The Transaction with Xineoh SA constitutes a “related party transaction” within the meaning of MI 61-101. MI 61-101 regulates transactions that raise the potential for conflicts of interest, including transactions involving parties who are “related parties” to the reporting issuer, as that term is used in MI 61-101. Among other things, MI 61-101 requires, in certain instances, that unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities, a reporting issuer proposing to carry out a related party transaction is required to: (i) engage an independent valuator to prepare a valuation of the affected securities (and any non-cash consideration being offered therefore) and provide to the holders of the affected securities a summary of such valuation (the “Formal Valuation Requirement”); and (ii) obtain the approval of a majority of the “minority” shareholders (as that term is used in MI 61-101) (the “Minority Approval Requirement”).
The Corporation intends to rely on the exemption from the Formal Valuation Requirement of the instrument for any “related party transaction” by virtue of the exemption contained in section 5.5(b) of MI 61-101 (Issuer Not Listed on Specified Markets), as no securities of The Corporation are listed or quoted on a stock exchange.
Additionally, the Corporation is exempt from the Formal Valuation Requirement and Minority Approval Requirement as it is relying on the exemption contained in sections 5.5(g) and 5.7(1)(e) (Financial Hardship) (the “Financial Hardship Exemption”) of MI 61-101 on the basis that: (i) the Corporation was (and continues to be) in serious financial difficulty; (ii) the Transaction was designed to improve the financial position of the Corporation; (iii) paragraph 5.5(f) (Bankruptcy, Insolvency, Court Order) of MI 61-101 was not applicable; and (iv) the Corporation’s board of directors, acting in good faith, and at least two-thirds of the Corporation’s independent directors, acting in good faith, determined that: (A) the Corporation was (and continues to be) in serious financial difficulty and the Transaction was designed to improve the financial position of the Corporation, and (B) the terms of the Transaction were reasonable in the circumstances.
In the event that the Corporation cannot find a buyer or strategic partner for its technology before June 30, 2025, it intends to cease operations. The Corporation also does not have sufficient funds at this time to pay down its outstanding accounts payable.
In addition, Mr. Abdul Khaleck Ismail has resigned as a director and Chair of Company.
In addition, as required pursuant to National Instrument 62-104, the following entities are providing disclosure as a result of the wind-up of the Cicero Family Trust (the “Wind-Up Transaction”) that has resulted in changes to their respective ownership of securities of the Company.
Vian Chinner the Company’s Chief Executive Officer previously filed an early warning report with respect to the securities of the company held through the Cicero Family Trust. Mr. Chinner is a beneficiary to the Cicero Family Trust. Prior to the Wind-Up Transaction, Cicero Family Trust held 51,840,000 common shares of the Issuer representing 38.86% of the Issuer issued and outstanding common shares. As a result of the Wind-Up Transaction Cicero Family Trust has disposed of 51,840,000 common shares of the Issuer and Cicero Family Trust’s ownership has decreased to less than 10% of the issued and outstanding common shares of the Issuer. The common shares were disposed of at a deemed price of Cdn$0. 000000036 (US$0.0000002) per share for aggregate deemed proceeds of Cdn$1.85 (US$1.27). Cicero Family Trust no longer has any ownership or control over any common shares or other securities of the Issuer. The Company is not listed on a stock exchange and these transactions occurred privately. The address of Mr. Chinner is 29A Marlborough Ave, Johannesburg, South Africa.
On March 5, 2025, as a result of the Wind-Up Transaction, Ciciero Trading (Pty) Ltd has acquired 27,957,737 common shares of the Company at a deemed price of Cdn$0. 000000036 (US$0.0000002) per share for aggregate deemed proceeds of Cdn$1 (US$0.69). The common shares were acquired from Cicero Family Trust in a private transaction as a result of the Wind-Up Transaction. Mr. Chinner maintains control over the common shares held by the Ciciero (Pty) Ltd. As a result of these transactions Ciciero Trading (Pty) Ltd, has ownership or control over 27,957,737 common shares of the Company representing 20.14% of the Company’s currently issued and outstanding common shares. Mr. Chinner also directly owns 266,666 common shares and was also granted restricted share units to acquire 3,333,333 common shares of the Company. Assuming the exercise of the restricted share units held by Mr. Chinner, he would control 31,557,736 common shares of the Company representing 22.74% of the common shares of the Company. The acquisition of these shares in the Company was for investment purposes. Ciciero Trading (Pty) Ltd and Mr. Chinner have no current intention to acquire additional shares in the Company, but may decide from time to time in the future to increase or decrease its ownership of common shares of the Company. The address of Ciciero Trading (Pty) Ltd is 29A Marlborough Ave, Johannesburg, 2196, South Africa.
Early Warning Reports for Ciciero Trading (Pty) Ltd and Vian Chinner will be filed with the applicable Canadian securities commissions and will be available at www.sedar.com. For further information concerning the foregoing or a copy of the Early Warning Reports referred to in this release, please contact: Vian Chinner, Tel: (604) 681-8030.
**Cautionary Note Regarding Forward-Looking Information**
This news release discusses items that may constitute forward-looking information or statements within the meaning of applicable securities laws and that involve risks and uncertainties. Such statements include those with respect to the details of the Transaction, future prospects, its inability to pay its accounts receivable, the potential to find a buyer or strategic partner and intention to cease operations. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved, and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations or finding a buyer or strategic partner, (ii) no material obstacles, technical or otherwise, will hinder the Company’s operations, and (iii) the Company will be able to generate cashflow from operations. Factors that could cause actual results to differ materially from expectations include (i) the Company’s failure to make effective use of its available funds, (ii) the failure of the Company’s commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) an increase in the Company’s operating costs above what is necessary to sustain its operations, (iv) cybersecurity issues, labour disputes or the materialization of similar risks, (v) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, and (vi) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company’s filings with Canadian securities regulatory authorities available at www.sedarplus.ca. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
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