TORONTO, March 26, 2024 (GLOBE NEWSWIRE) -- Carmelo Marrelli of Toronto, Canada (“Marrelli”) announces that he has filed an early warning report in respect of transfers of shares of Ocham’s Razor Capital Limited (unlisted) (“Ocham’s”). On April 17, 2023, Marrelli sold all of his holdings in Ocham’s shares, being 5,413,708 common shares (the “Ocham’s Shares”), to Marrelli Capital Limited (“Marrelli Capital”), a company controlled by Marrelli, for aggregate consideration of $270,685.43 ($0.05 per share) (the “MCL Transfer”).
Immediately prior to giving effect to the MCL Transfer, Marrelli had direct beneficial ownership of 5,413,708 Ocham’s Shares. Immediately after giving effect to the MCL Transfer, Marrelli had indirect beneficial ownership of the same number of Ocham’s Shares through Marrelli Capital representing approximately 69.8% of the number of issued and outstanding Ocham’s Shares on a non-diluted basis (based on there being 7,755,900 Ocham’s Shares issued and outstanding as of such date). Accordingly, Marrelli’s beneficial ownership of Ocham’s Shares did not change as a result of the MCL Transfer however, Marrelli Capital became a joint actor of Marrelli as a result of such transfer.
On October 20, 2023, Marrelli Capital sold all of its holdings in Ocham’s Shares, being 5,413,708 Ocham’s Shares, to Marrelli and his spouse, Maria Noel Marrelli (“Maria Noel”) as joint tenants, for aggregate consideration of $270,685.43 ($0.05 per share) (the “Joint Transfer”).
Immediately prior to giving effect to the Joint Transfer, Marrelli and joint actor Marrelli Capital had beneficial ownership of 5,413,708 Ocham’s Shares. Immediately after giving effect to the Joint Transfer, Marrelli had direct beneficial ownership of the same number of Ocham’s Shares representing approximately 69.8% of the number of issued and outstanding Ocham’s Shares on a non-diluted basis (based on there being 7,755,900 Ocham’s Shares issued and outstanding as of such date) and Marrelli Capital had beneficial ownership of, or control or direction over, no Ocham’s Shares. Accordingly, Marrelli’s beneficial ownership of Ocham’s Shares did not change as a result of the MCL Transfer however, Maria Noel became a joint actor of Marrelli as a result of such transfer and Marrelli Capital ceased to be a joint actor.
The MCL Transfer and Joint Transfer were made for tax and estate planning and investment purposes and Marrelli and his joint actors may from time to time acquire additional securities of Ocham’s or dispose of Ocham’s Shares or may enter into derivative or other transactions with respect to such securities. Marrelli and his joint actors may from time to time increase or decrease their security holdings through market transactions, private agreements or otherwise, subject in each case to applicable securities laws.
This news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated March 26, 2024. The early warning report respecting the MCL Transfer and Joint Transfer has been filed on SEDAR+ (www.sedarplus.ca) under Ocham’s issuer profile. To obtain a copy of the early warning report filed by the Marrelli, please contact Carmelo Marrelli at (416) 361-0737 or refer to SEDAR+ (www.sedarplus.ca) under Ocham’s issuer profile.
For further information on the Corporation please contact:
Carmelo Marrelli
Telephone: (416) 361-0737
