VANCOUVER, BC / TheNewswire / January 29, 2018 — Eight Solutions Inc. (TSXV:ES) (“Eight Solutions” or the “Company”) announced that it has entered into an agreement with an officer and director of the Company to extend the maturity date of a convertible debenture in the principal amount of $1,500,000 issued to an executive officer on July 31, 2015 (the "Debenture"). The Debenture has been amended to extend the conversion period from January 27, 2018 to March 31, 2019 and the conversion price has been amended from $0.55 to $0.14.

 

This Debenture amendment comes at an exciting time for Eight Solutions, including further development on the Cumul8 data analytics and IoT platform along with an expanded sales and distribution strategy for the Jetstream high speed file transfer system. This Debenture amendment allows the Company to launch Cumul8 in and beyond the forestry sector, as well as introduce Jetstream beyond media and entertainment to other industries such as professional services. Furthermore, this amendment provides Eight Solutions with the flexibility to succeed in very competitive markets, as the Company has been able to develop a ground-breaking software platform with far less development capital as some of its competitors.

 

The amendment to the Debenture is a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").  and TSXV Policy 5.9. The Company is relying on exemptions from the formal valuation and minority approval requirements in respect of the Transaction, pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(1)(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101, respectively.  The Company did not file a material change report 21 days prior to the closing of the amendment transaction because details were not settled until shortly prior to closing and the Company wished to complete the amendment transaction as soon as possible

 

The amendment is subject to the final approval of the TSX Venture Exchange. The amended debenture is subject to a statutory hold period expiring on the date that is four months and one day after the closing of the amendment transaction.

 

About Eight Solutions

 

Eight Solutions brings together highly visual and user-centric technology solutions designed and developed by a team of entertainment and gaming industry veterans with a combined 60+ years of experience working on some of the world’s most successful films and video games. The Eight Solutions product portfolio includes Cumul8, an IoT (Industrial Internet of Things) self-serve data analytics and visualization platform; Jetstream, a high speed file transfer application; and Reelhouse, a powerful streaming video-on-demand solution allowing filmmakers to distribute their content directly to users. For more information, visit www.eightsolutions.com.

 

On Behalf of the Board of Directors

 

(signed) “Rory Armes”               
Rory Armes
Chief Executive Officer, President and Director

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

Forward Looking Statements

 

Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” occur. In particular, forward-looking statements in this press release include, but are not limited to, statements respecting the use of proceeds and the terms and closing of the transaction. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable; there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, risks with respect to: closing the definitive agreements respecting the transaction, obtaining all regulatory and third party consents, obtaining the requisite shareholder approvals for the transaction, our ability to hire and retain qualified employees and key management personnel; possibility that government policies or laws may change; amount and timing of operating costs and capital expenditures; the success of certain business combinations engaged in by the Company or by its competitors; possible disruptive effects of organizational or personnel changes; technological change, new products and standards; risks related to acquisitions and international expansion; reliance on large customers; reliance on a limited number of suppliers; risks related to the Company’s competition; the Company’s failure to adequately protect its intellectual property; interruption or failure of information technology systems; the risk that the transaction may not be completed as planned, or at all; and business, legal and/or regulatory risks relating to the Company's business, financings and strategic acquisitions. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

 

This news release does not constitute an offer for sale or the solicitation of an offer to buy any securities in the United States. The securities referenced herein have not been registered under the United States Act of 1933, as amended, and such securities may not be offered or sold within the United States absent such registration or an applicable exemption from such registration requirements.

 

For more Information, please contact:

Investor Relations
investor.relations@eightsolutions.com
Suite 100, 138 East 7th Avenue
Vancouver, British Columbia, V5T 1M6
Phone: (604) 669-8885
Fax: (604) 669-8855