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July 2017


Mega View Digital Entertainment Corp. Completes Loan Conversion and Debt Settlement


Mega View Digital Entertainment Corp. Completes Loan Conversion and Debt Settlement

Toronto, Ontario (FSCwire) – Mega View Digital Entertainment Corp. (the “Company”) (TSX-V: MVD.H) is pleased to announce that it has completed previously announced in Company’s March 14, 2017 press release a conversion (“of the indebtedness under a convertible promissory Note (“Note”) and a debt settlement transaction (the “Debt Settlement”) with one of its directors.

Loan Conversion

The Note is a convertible debenture with the principal amount of CDN$50,000 issued to KNP Group Inc. (“KNP”), a corporation whose principal is Philip Chong, a director of the Company, on March 31, 2016. The issuance of the Note was previously disclosed in Company’s March 31, 2016 Press Release. Pursuant to the conversion notice provided to the Company by KNP, and in accordance with the terms of the Note, the total indebtedness under the Note comprised of the principal and the interest accrued as of the date of conversion notice, and being $51,491.76 in the aggregate, is converted into 1,029,835 common shares (“Common Shares”) of the Corporation at a deemed price of $0.05 (the “Loan Conversion”).

Debt Settlement

The Debt Settlement constitutes the initially announced in Company’s December 15, 2106 shares for debt transaction with Mr. Chong, pursuant to which, the indebtedness of the Company to Mr. Chong under a promissory note dated July 7, 2014, being $52,216.94 inclusive of accrued interest, is settled with the issuance to Mr. Chong of 1,044,339 Common Shares at a deemed price of $0.05 per Common Share. The Company sought and received approval of the Debt Settlement by the TSX Venture Exchange.

Prior to the completion of the Loan Conversion and the Debt Settlement, Mr. Chong owns directly or indirectly 2,643,047 Common Shares or approximately 49.4% of the total number of issued and outstanding Common Shares. Following the completion of the Loan Conversion and the Debt Settlement Mr. Chong will own directly or indirectly 4,717,221Common Shares or approximately 63.53 % of the total number of issued and outstanding Common Shares.

Related Party Transaction

The Debt Settlement constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relies on exemption from valuation and minority approval requirements of MI 61-101. The Company relies on the exemption from valuation requirement pursuant to subsection 5.5(b) of MI 61-101, as the securities of the Company are not listed or quoted on enumerated stock exchanges, and the Company relies on the exemption from minority approval under subsection 5.7 (a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, Debt Settlement, insofar as it involves Mr. Chong, exceeds 25 per cent of the issuer’s market capitalization.

Early Warning Reports

As Mr. Chong’s shareholding prior to the Share Acquisition exceeds 10% of the issued and outstanding Common Shares and the acquisition of Common Shares pursuant to the Debt Settlement exceeds 2% of issued and outstanding Common Shares, in satisfaction of the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning reports respecting the acquisition of Common Shares by Mr. Chong pursuant to the Debt Settlement will be filed under the Company’s SEDAR Profile at

For further information please contact:

Mega View Digital Entertainment Corp.

Chief Executive Officer

Tel: 647.478.8468

Fax: 905.475.9511

CAUTIONARY STATEMENT: CAUTIONARY STATEMENT: Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain “forward-looking statements”. All statements other than statements of historical fact, included in this release, including, without limitation, future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are the risks detailed herein and from time to time in the filings made by the Company with securities regulators including the following: (i) the Company has stopped commercial operations and has no history of profit; (ii) investment in the common shares of the Company is highly speculative given the unknown nature of the Company’s business and its present stage of development; (iii) there is no assurance that the Company will find a profitable undertaking or that it can successfully conclude a purchase of such an undertaking at all or on terms which are commercially acceptable; (iv) the directors and officers of the Company will only devote a portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; and (v) there can be no assurance that an active and liquid market for the Company’s common shares will develop and an investor may find it difficult to resell its common shares. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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