Here it is:
SECURITIES ACT
MATERIAL CHANGE REPORT
This Report discloses one material change:
A. Bought Deal with Yorkton Securities Inc.
1. Reporting Issuer: BID.COM
INTERNATIONAL INC. (“Bid.Com”)
6725 Airport Road
Suite 201
Mississauga, Ontario
L4V 1V2
2. Date of Material
Change: November 17, 1998
3. Press Release: Released to the financial press
in Toronto, Ontario on Wednesday, November 18, 1998
4. Summary of Bid.Com has entered into a bought deal agreement
Material Change: with Yorkton Securities Inc., in connection with the issue
and sale of 5,714,984 special warrants. As part of this
bought deal, two of Bid.Com's shareholders, 1184041
Ontario Inc., a corporation controlled by Paul Godin, and
Smythe Group Company, a corporation controlled by
Jeffrey Lymburner, are, collectively, issuing and selling an
additional 400,000 special warrants from their holdings, for a
total offering of 6,114,984 special warrants. Each special warrant
has a price of $1.75 for gross proceeds of $10,701,222.
5. Material Change: Bid.Com has entered into a
bought deal agreement with Yorkton Securities Inc., in
connection with the issue and sale of 5,714,984 special
warrants. As part of this bought deal, Bid.Com's
shareholders, 1184041 Ontario Inc. and Smythe Group
Company (“Selling Shareholders”), are, collectively, issuing
and selling an additional 400,000 special warrants from their
holdings, for a total issuance of 6,114,984 special warrants.
Each special warrant has a price of $1.75 for gross proceeds
of $10,701,222. Each special warrant will entitle the holder
to acquire, for no additional consideration, one unit
consisting of one common share and one-quarter of one
common share purchase warrant of Bid.Com. Each whole
common share purchase warrant will be exercisable to
acquire one common share at a price of $1.75 per share for
a period expiring on the date that is the earlier of i) 10 days
after Bid.Com has given holders thereof notice that it has
filed a registration statement or preliminary prospectus for a
U.S. public offering of at least $7,000,000, and (ii)
December 31, 1999.
Closing of the transaction has been scheduled for November
30, 1998, following which Bid.Com will file a prospectus
with the appropriate securities regulatory authorities in order
to qualify, for sale in Canada, the units to be issued upon
exercise of the special warrants. 75% of the proceeds from
the sale of the special warrants will be released to Bid.Com
and the Selling Shareholders on a pro rata basis upon
Closing and will be used for advertising and marketing,
business-to-business development, research and
development, working capital and prospective acquisitions.
The balance of the proceeds will be held in escrow until
such time as the underlying units have been qualified by the
prospectus. In the event that a receipt for a final prospectus
qualifying the units has not been issued within 90 days of the
closing date, each special warrant will entitle the holder to
acquire 1.05 units, in lieu of one unit, or to a refund of the
purchase price of a portion of its Special Warrants.
6. Reliance on
Confidentiality
Provisions of the Act: Not applicable
7. Omitted Information: None.
8. Senior Officers: Paul Godin, Chairman and
Chief Executive Officer
(905) 672-7467
9. Statement of
Senior Officer: The foregoing accurately discloses the material
change referred to herein.
DATED at Toronto, this 23rd day of November, 1998.
“David Pamenter”
David W. Pamenter
Assistant Secretary and Director |
