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Knowlton Capital Inc. and Leni Gas Cuba Ltd. Complete Reverse Take-Over

Fasken
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Client

Knowlton Capital Inc.

On July 12, 2016, Knowlton Capital Inc., a company listed on the TSX Venture Exchange, and Leni Gas Cuba Ltd. of London, England completed a reverse take-over of Knowlton by Leni Gas Cuba (the “RTO”), first announced on April 29, 2016. The RTO was effected in part by way of scheme of arrangement under the laws of the British Virgin Islands. In connection with the RTO, Knowlton Capital’s corporate name was changed to LGC Capital Ltd., so as to reflect the transaction with Leni Gas Cuba, LGC Capital consolidated its issued and outstanding common shares, and issued common shares to the shareholders of Leni Gas Cuba in exchange for their shares, on the basis of one LGC Capital share for every 2.5 shares of Leni Gas Cuba. As a result, LGC Capital now owns 100% of the shares of Leni Gas Cuba and the former shareholders of Leni Gas Cuba hold approximately 84% of the outstanding shares of LGC Capital. LGC Capital is one of the few public listed companies globally whose prime purpose is investing directly in the fast-growing Cuban economy, through its wholly-owned subsidiary Leni Gas Cuba, which has significant shareholdings in well-established businesses operating in the Cuban travel, events, television and film production support, human resources, cultural, import and export, and oil and gas exploration sectors. At the closing of the RTO, Leni Gas Cuba voluntarily delisted from the ISDX Growth Market in London. Fasken Martineau, with a team comprised of Neil Wiener and Sébastien Bellefleur, acted as legal counsel to Knowlton Capital in connection with the RTO.

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