Prodigy Ventures Inc. (formerly 71 Capital Corp.) Closes Qualifying Transaction

/NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES/

 (TSXV-NEX: SVN.H)

TORONTO, Sept. 14, 2015 /CNW/ - Prodigy Ventures Inc. (formerly 71 Capital Corp.) (the "Corporation") (TSXV-NEX: SVN.H) is pleased to announce that today it closed its previously announced qualifying transaction (see press release dated May 19, 2015 and August 14, 2015) whereby the Corporation acquired all of the issued and outstanding securities (the "Prodigy Shares") of TCB Corporation doing business as Prodigy Ventures ("Prodigy Ventures") in exchange for the issuance of common shares and restricted voting shares to the shareholders of Prodigy Ventures. The acquisition of the Prodigy Shares constituted the qualifying transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). 

It is anticipated that the Corporation's shares will commence trading on the Exchange on September 14, 2015 under the symbol "PGV".

Prodigy Ventures is an innovation company that has combined an enterprise services business - Prodigy Labs - with a Venture Builder business. The two businesses work together to sell services and create new enterprise-grade platforms and apps using technologies such as mobile video, proximity, wearables and  3D & augmented reality.

"We are delighted to be joining the public markets with this listing on the TSX Venture Exchange," said Prodigy Ventures CEO Tom Beckerman.  "We believe that this important step will enhance our ability to grow our businesses with improved access to capital and other key resources. I would like to thank all of those who helped us to reach this significant milestone in our company's growth."

The acquisition of the Prodigy Shares was effected through the amalgamation of a wholly-owned Ontario subsidiary ("SubCo") of the Corporation and Prodigy Ventures.  The vendors of the Prodigy Shares were Tom Beckerman of Toronto, Ontario, Andrew Kieran of Toronto, Ontario through his Ontario company Mobistrat Consulting Ltd., Paul Andrusyshyn through his Canada company 7797958 Canada Corp. and Hussein Vastani of Toronto, Ontario.

Prior to the closing, the Corporation had 4,411,271 common shares issued and outstanding. In connection with the Qualifying Transaction such common shares were consolidated on a two to one basis, resulting in 2,205,636 new common shares prior to the amalgamation. Prodigy Ventures shareholders were issued a total of 20,024,724 post-consolidation common shares and 88,051,416 restricted voting shares. The restricted voting shares of the Corporation do not carry the right to vote, rank pari passu with the common shares of the Corporation with respect to the payment of dividends and distribution of assets on liquidation, and are convertible at the option of the holder on a one-for-one basis subject to satisfaction of the public distribution listing requirements of the Exchange.

In connection with the Qualifying Transaction Prodigy Ventures completed an offering of subscription receipts ("Subscription Receipts") pursuant to which it raised $85,773 through the issuance of 1,183,081 Subscription Receipts at a price of $0.0725 per Subscription Receipt.  Each Subscription Receipt was exchanged, without the payment of any additional consideration, for one common share of Prodigy Ventures and such common shares of Prodigy Ventures were then exchanged on a one a one for one basis into common shares of the Corporation in connection with the completion of the Qualifying Transaction, which will be freely tradeable except for certain shares held by insiders which will be subject to an escrow release schedule.  The proceeds from the Private Placement will be used for general working capital purposes.

Pursuant to the terms of a voting trust agreement, certain shareholders ("Assigning Shareholders") of Prodigy have agreed to assign the voting rights attaching to securities of the Corporation to be issued to them in connection with the Qualifying Transaction to Tom Beckerman. This assignment applies to the common shares of the Corporation to be held by such Assigning Shareholders on the closing of the Qualifying Transaction and any common shares acquired or held by such Assigning Shareholders, directly or indirectly after the date hereof, including, without limitation, through conversion of restricted voting shares into common shares. The voting rights granted under the agreement to Mr. Beckerman cease to apply to the common shares held by Assigning Shareholders following (i) the disposition of the direct or indirect registered and/or beneficial ownership of such common shares or (ii) the disposition of all securities of the Corporation held by Mr. Beckerman. By virtue of the voting trust agreement, on closing Mr. Beckerman will hold voting rights over approximately 87% of the Common Shares after the Transaction.

Early Warning Disclosure

In connection with the Qualifying Transaction, each of Tom Beckerman (82 Kilbarry Road, Toronto, ON M5P 1K7) ("Beckerman"), Paul Andrusyshyn (22 Concession 14 Rd E, Puslinch‎ ON‎ N0B 2J0) (through his wholly owned company 7797958 Canada Corp.) ("7797958") and Andrew Kieran (603 Saint Clarens Avenue, Toronto, ON M6H 3W8) (through his wholly-owned company Mobistrat Consulting Ltd.) ("Mobistrat") acquired common shares and restricted voting shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

On September 10, 2015 Beckerman acquired 14,155,408 common shares and 62,243,242 restricted voting shares of the Corporation pursuant to the Qualifying Transaction.  As a result of the acquisition of the common shares and restricted voting shares, Beckerman currently owns 55.1% of the total issued common shares and 70.7% of the total issued restricted voting shares.  In connection with the completion of the Qualifying Transaction Beckerman entered into the above referenced voting trust agreement with certain shareholders pursuant to which he controls the votes of an additional 8,144,109 common shares of Prodigy and an additional 25,808,174 restricted voting shares.  As a result, Beckerman owns or controls a total of 22,299,518 Prodigy common shares or approximately 86.8% of the total issued common shares and 88,051,416 restricted voting shares or 100% of the total issued restricted voting shares.

On September 10, 2015 7797958 acquired 3,452,539 common shares and 15,181,279 restricted voting shares of the Corporation pursuant to the Qualifying Transaction.  As a result of the acquisition of the common shares and restricted voting shares, 7797958 currently owns 13.4% of the total issued common shares and 17.2% of the total issued restricted voting shares.  In connection with the completion of the Qualifying Transaction 7797958 entered into the above referenced voting trust agreement with Tom Beckerman pursuant to which 7797958 assigned the votes relating to its common shares and restricted voting shares.

On September 10, 2015 Mobistrat acquired 2,244,150 common shares and 9,867,831 restricted voting shares of the Corporation pursuant to the Qualifying Transaction.  As a result of the acquisition of the common shares and restricted voting shares, Mobistrat currently owns 8.7% of the total issued common shares and 11.2% of the total issued restricted voting shares.  In connection with the completion of the Qualifying Transaction Mobistrat entered into a voting trust agreement with Tom Beckerman pursuant to which Mobistrat assigned the votes relating to its common shares and restricted voting shares.

The deemed issue price of all the shares issued pursuant to the Qualifying Transaction was $0.0725.  Each of the parties acquired the shares pursuant to the Qualifying Transaction.  The details of the Qualifying Transaction are set forth in a filing statement dated August 17, 2015 filed on SEDAR at www.sedar.com.  Each of the parties may, directly or indirectly, depending on market and other conditions, acquire beneficial ownership of, or control or direction over, additional common shares of Prodigy, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation.  The securities were issued pursuant to the exemption contained in Section 2.11 of National Instrument 45-106.

For further information regarding the Corporation and the Qualifying Transaction please see the Corporation's Filing Statement dated August 17, 2015 which available on www.sedar.com.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and associated transactions.  Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Prodigy Ventures, or their respective financial or operating results or (as applicable), their securities.

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

SOURCE Prodigy Ventures Inc.

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