Quantitative Alpha Trading (AGBTF) Inactive
Filed: 8 Apr 10, 12:00am
NOTICE ofNAME CHANGE
ARRIS RESOURCES INC.
Pursuant to Section 4.9 of National Instrument 51-102
To:
BC Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Canadian National Stock Exchange
Introduction
Arris Resources Inc. has changed its name (the “Name Change”) to RTN Stealth Software Inc. (“RTN Stealth” or the “Company”) and is filing this notice of a change in name (the “Notice”) pursuant to Section 4.9 of National Instrument 51-102 –Continuous Disclosure Obligations.
Parties to the Transaction
The parties to the transaction that resulted in the Name Change are Arris Resources Inc. (now RTN Stealth Software Inc.), a reporting issuer whose common shares are listed on the Canadian National Stock Exchange, and Market Guidance Systems Inc., a private corporation.
Effective Date
The name change was filed with the Registrar of Companies and became effective onDecember 21, 2009.
The Arrangement
RTN Stealth executed a definitive agreement with privately owned Market Guidance Systems Inc. (“MGS”) whereby RTN Stealth acquired a fully supported exclusive and perpetual license to the Market Navigation, Trade Execution and Market Timing Software (the “RTNSoftware License”). RTN Stealth will also benefit from a non-competition agreement with MGS in the retail active investor/trader market.
As consideration for the above, RTN Stealth issued 5 million special convertible preferred shares (the “Preferred Shares”) to the shareholders of MGS which will be convertible into 50 million common shares of RTN Stealth only when cumulative net revenues derived from the RTN Software License reach a total of CAD$ 20 million. A transaction advisory fee of 250,000 Preferred Shares was paid to Tidalwave Capital.
Continuing Entities
The continuing entity isRTN Stealth Software Inc., a reporting issuer in British Columbia, Alberta and Ontario.
Page1 of2
Financial Reporting Periods
RTN Stealth Software Inc.
(formerly Arris Resources Inc.)
Year End: December 31
The Company’s first year end subsequent to the transaction will be December 31, 2009.
The first year’s filings that will occur subsequent to the transaction are as follows:
Period | Comparative Period | |
Annual | December 31, 2009 | December 31, 2008 |
First Quarter | March 31, 2010 | March 31, 2009 |
Second Quarter | June 30, 2010 | June 30, 2009 |
Third Quarter | September 30, 2010 | September 30, 2009 |
Applicable Filings under National Instrument 51-102 –Continuous Disclosure Obligations
·
News releases pertaining to this transaction were posted on SEDAR on December 30, 2009 and January 19, 2010.
·
The Certificate of Change of Name and Notice of Articles were posted to SEDAR on December 30, 2009.
·
A material change report, Form 51-102F3, dated March 19, 2010, will be filed on SEDAR concurrently with this Notice.
Page2 of2