FANDIFI TECHNOLOGY CORP. FORM 5
QUARTERLY LISTING STATEMENT
Name of Listed Issuer: FANDOM SPORTS MEDIA CORP.(the "Issuer").
Trading Symbol: FDM
This Quarterly Listing Statement must be posted on or before the day on which the Issuer's unaudited interim financial statements are to be filed under the Securities Act, or, if no interim statements are required to be filed for the quarter, within 60 days of the end of the Issuer's first, second and third fiscal quarters. This statement is not intended to replace the Issuer's obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the Exchange Policies. If material information became known and was reported during the preceding quarter to which this statement relates, management is encouraged to also make reference in this statement to the material information, the news release date and the posting date on the Exchange website.
General Instructions
- Prepare this Quarterly Listing Statement using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the following items must be in narrative form. When the answer to any item is negative or not applicable to the Issuer, state it in a sentence. The title to each item must precede the answer.
- The term "Issuer" includes the Listed Issuer and any of its subsidiaries.
- Terms used and not defined in this form are defined or interpreted in Policy 1 - Interpretation and General Provisions.
There are three schedules which must be attached to this report as follows:
SCHEDULE A: FINANCIAL STATEMENTS -
See Schedule A attached.
Financial statements are required as follows:
For the first, second and third financial quarters interim financial statements prepared in accordance with the requirements under Ontario securities law must be attached.
FORM 5 - QUARTERLY LISTING STATEMENT
Fandom Sports Media Corp 9 Months Ended October 31, 2021
January 2015
Page 1
If the Issuer is exempt from filing certain interim financial statements, give the date of the exempting order.
SCHEDULE B: SUPPLEMENTARY INFORMATION
The supplementary information set out below must be provided when not included in Schedule A. (See Schedule A & C attached)
- Related party transactions
Provide disclosure of all transactions with a Related Person, including those previously disclosed on Form 10. Include in the disclosure the following information about the transactions with Related Persons: - A description of the relationship between the transacting parties. Be as precise as possible in this description of the relationship. Terms such as affiliate, associate or related company without further clarifying details are not sufficient.
- A description of the transaction(s), including those for which no amount has been recorded.
- The recorded amount of the transactions classified by financial statement category.
- The amounts due to or from Related Persons and the terms and conditions relating thereto.
- Contractual obligations with Related Persons, separate from other contractual obligations.
- Contingencies involving Related Persons, separate from other contingencies.
-
Summary of securities issued and options granted during the period.
Provide the following information for the period beginning on the date of the last Listing Statement (Form 2A): - summary of securities issued during the period,
No securities were issued during Q3, 2021.
FORM 5 - QUARTERLY LISTING STATEMENT
Fandom Sports Media Corp 9 Months Ended October 31, 2021
January 2015
Page 2
Type of | ||||||||
Type of | Issue | Describe | ||||||
Security | (private | relationship | ||||||
(common | placement, | of Person | ||||||
shares, | public | Type of | with Issuer | |||||
convertible | offering, | Consideration | (indicate if | |||||
Date of | debentures, | exercise of | Total | (cash, | Related | Commission | ||
Issue | etc.) | warrants, | Number | Price | Proceeds | property, etc.) | Person) | Paid |
etc.) | ||||||||
- summary of options granted during the period,
Name of Optionee | Generic description | Market | ||||
Date | Number | if Related Person | of other Optionees | Exercise Price | Expiry Date | Price on |
and relationship | date of | |||||
Grant | ||||||
Sept 16 | 900,000 | All Directors of the | Consultants | $0.36 | Sept 16, | $0.17 |
2021 | Board | 2026 | ||||
Sept 16, | 300,000 | CFO, Lyle Strachan | $0.17 | Sept 16, | $0.17 | |
2021 | 2026 | |||||
3. Summary of securities as at the end of the reporting period.
Provide the following information in tabular format as at the end of the reporting period:
-
description of authorized share capital including number of shares for each class, dividend rates on preferred shares and whether or not cumulative, redemption and conversion provisions,
Unlimited Authorized - number and recorded value for shares issued and outstanding, as at October 31, 2021. 82,105,133 common shares issued with book value of $20,573,909.
FORM 5 - QUARTERLY LISTING STATEMENT
Fandom Sports Media Corp 9 Months Ended October 31, 2021
January 2015
Page 3
- description of options, warrants and convertible securities outstanding, including number or amount, exercise or conversion price and expiry date, and any recorded value, and
A summary of the Company's outstanding and exercisable stock options as at October 31, 2021 is as follows:
Remaining | Number of | Number of | ||
Weighted average | contractual life | options | options | Expiry Dates |
exercise price | (years) | outstanding | exercisable | |
$0.32 | 3.75 | 600,000 | 600,000 | May 1, 2025 |
$0.32 | 3.76 | 400,000 | 400,000 | May 5, 2025 |
$0.325 | 3.86 | 390,000 | 390,000 | June 8, 2025 |
$0.35 | 4.00 | 183,334 | 183,334 | July 30, 2025 |
$0.09 | 4.30 | 1,523,334 | 1,523,334 | November 17, 2025 |
$0.175 | 4.40 | 2,640,000 | 2,640,000 | December 23, 2025 |
$0.50 | 4.64 | 25,000 | 25,000 | March 19, 2026 |
$0.37 | 4.67 | 1,400,000 | 1,400,000 | March 31, 2026 |
$0.25 | 4.71 | 200,000 | 200,000 | April 15, 2026 |
$0.17 | 4.88 | 300,000 | 300,000 | September 16, 2026 |
$0.36 | 4.88 | 900,000 | 900,000 | September 16, 2026 |
$0.25 | 4.18 | 8,561,668 | 8,561,668 | |
A summary of the Company's outstanding and exercisable warrants as at October 31, 2021 is as follows:
Weighted average | Remaining | Number of warrants | Expiry Dates |
exercise price | contractual life (years) | outstanding | |
$0.30 | 1.99 | 14,667 | July 27, 2023 |
$0.50 | 4.00 | 1,334,832 | July 30, 2025 |
$0.50 | 1.00 | 32,160 | July 30, 2023 |
$0.10 | 1.38 | 10,845,398 | December 18, 2022 |
$0.36 | 1.67 | 18,032,498 | March 31, 2023 |
$0.36 | 1.68 | 5,065,436 | April 7, 2023 |
$0.29 | 1.42 | 35,324,991 | |
- number of shares in each class of shares subject to escrow or pooling agreements or any other restriction on transfer.
Escrow Shares:
None.
FORM 5 - QUARTERLY LISTING STATEMENT
Fandom Sports Media Corp 9 Months Ended October 31, 2021
January 2015
Page 4
4. List the names of the directors and officers, with an indication of the position(s) held, as at the date this report is signed and filed.
David Vinokurov, President, CEO & Director Philip Chen, Director and Chairman Andra Enescu, Director *
Scott Keeney, Director * Tristan Brett, Director * Lyle Strachan CFO
Penilla Klomp, Corp. Secretary (*Audit committee member)
SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS
Provide Interim MD&A if required by applicable securities legislation.
(See Schedule C Attached).
FORM 5 - QUARTERLY LISTING STATEMENT
Fandom Sports Media Corp 9 Months Ended October 31, 2021
January 2015
Page 5
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Fandom Sports Media Corp. published this content on 30 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 December 2021 15:06:01 UTC.
