FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 – Name and Address of Company:
Quantitative Alpha Trading Inc. (the “Company”)
40 Village Centre Place, Suite 300
Mississauga, ON
L4Z 1V9
Item 2 – Date of Material Change:
August 1, 2011
Item 3 – News Release:
The news release attached hereto as Schedule “A” was disseminated over CNW on
August 17, 2011.
Item 4 – Summary of Material Change:
The Company has entered into an employment agreement with Ben Chesir for his
employment as President and Chief Operating Officer of QAT's wholly owned US
subsidiary, Quantitative Alpha Trading (USA), LLC, (“QAT USA”), the effective date of
which was August 1, 2011 (the “Employment Agreement”). Ben Chesir will actually
commence his engagement with QAT USA in mid-September, 2011.
Mr. Chesir has also agreed to join QAT's board of directors, effective upon his
commencement of employment, replacing Michael Boulter, who is stepping down as the
current transitional phase of the Company comes to an end.
Pursuant to the Employment Agreement, the Mr. Chesir has also been granted 2,723,518
options in the Company, which will vest upon his commencement of employment.
Item 5 – Full Description of Material Change:
5.1
Full Description of Material Change
The Company has entered into an employment agreement with Ben Chesir as President
and Chief Operating Officer of QAT USA, the effective date of which was August 1,
2011. Ben Chesir will actually commence his engagement with QAT USA in mid-
September, 2011.
Mr. Chesir has also agreed to join QAT's board of directors, effective upon his
commencement of employment, replacing Michael Boulter, who is stepping down as the
current transitional phase of the Company comes to an end.
- 2 -
Mr. Chesir has over 15 years of capital markets experience focusing on all facets of
trading and money management. He started his career at Merrill Lynch in a variety of
roles including software developer, market data executive and futures and options sales
trader. Mr. Chesir also served as First Vice President at ABN AMRO Inc and as a
Director at Citigroup, where he built and ran the risk management infrastructure and
functions for those firms’ North American exchange-traded derivatives businesses. Mr.
Chesir joined the New York Mercantile Exchange as its Senior Vice President of New
Product Development in 2006 focusing on new initiatives including formation of the
Green Exchange, launch of various index futures products, as well as its M&A and
strategic joint ventures. After the CME Group's acquisition of NYMEX he took a
position at OTC Global Holdings as its Chief Development Officer helping that firm
develop and distribute its electronic trading platform to institutional clients and brokers.
Mr. Chesir will be working closely with QAT's Vice Chairman Mr. Richard Schaeffer,
also based in New York City.
Pursuant to the Employment Agreement, the Mr. Chesir has also been granted 2,723,518
options in the Company, which will vest upon his commencement of employment. The
exercise price of these options is $0.10, with an expiry date of August 17, 2021.
Please see the attached press release for further details regarding the material change.
5.2
Disclosure for Restructuring Transactions
Not applicable.
Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102:
Not applicable.
Item 7 – Omitted Information:
Not applicable.
Item 8 – Executive Officer:
James McGovern, Chief Executive Officer
Telephone Number: (416) 323-0477
Item 9 – Date of Report
August 17, 2011.
SCHEDULE A
QUANTITATIVE ALPHA TRADING INC. ANNOUNCES APPOINTMENT OF NEW
PRESIDENT AND COO OF US SUBSIDIARY
August 17, 2011 (Toronto) – Quantitative Alpha Trading Inc. (CNSX: QAT)(OTCQB:RTNSF) (the
“Company” or “QAT”) is pleased to announce today that Mr. Benjamin Chesir has joined QAT's wholly
owned US subsidiary, Quantitative Alpha Trading (USA), LLC, (“QAT USA”) as President and Chief
Operating Officer, with his engagement to commence in mid-September, 2011.
Mr. Chesir has also agreed to join QAT's board of directors effective upon his commencement, replacing
Michael Boulter, who is stepping down as the current transitional phase of the Company comes to an end.
“We are delighted with this appointment and also grateful to Mr. Boulter for the service he provided to
the Board and to the Company during a critical period of reorienting QAT for growth,” stated Todd
Halpern, Chair.
Mr. Chesir has over 15 years of capital markets experience focusing on all facets of trading and money
management. He started his career at Merrill Lynch in a variety of roles including software developer,
market data executive and futures and options sales trader. Mr. Chesir also served as First Vice President
at ABN AMRO Inc and as a Director at Citigroup, where he built and ran the risk management
infrastructure and functions for those firms’ North American exchange-traded derivatives businesses. Mr.
Chesir joined the New York Mercantile Exchange as its Senior Vice President of New Product
Development in 2006 focusing on new initiatives including formation of the Green Exchange, launch of
various index futures products, as well as its M&A and strategic joint ventures. After the CME Group's
acquisition of NYMEX he took a position at OTC Global Holdings as its Chief Development Officer
helping that firm develop and distribute its electronic trading platform to institutional clients and brokers
QAT's CEO Jim McGovern stated “We are very pleased to have attracted such a talented executive as
Ben Chesir to lead our US operations. Ben brings a wealth of experience and strategic relationships that
will accelerate our US business plan”.
“I am excited to be joining an entrepreneurial firm with a tremendous technology platform,” Mr. Chesir
added. “We will be executing joint ventures with multiple organizations as well as developing investment
funds for broad distribution”.
Mr. Chesir will be working closely with QAT's Vice Chairman Mr. Richard Schaeffer, also based in New
York City.
About QAT
For more than a decade, QAT has been researching, developing and maintaining proprietary algorithmic
securities trading systems that operate across numerous financial markets. Relying on behavioural science
patterns, the Company’s proprietary systems use a linked series of computer programs to analyze
securities market data in real-time and directly execute buy or sell orders over the electronic securities
exchanges while monitoring the status of every trade within a given portfolio without human intervention.
The Company trades on CNSX under the symbol QAT and in the United States on the OTCQB under the
symbol RTNSF.
For further information:
Contact: Jim McGovern, Chief Executive Officer, QAT - 1-416-323-0477, jim@qatinc.com
- 4 -
Except for historic information, the matters discussed in this document contain certain forward-looking
statements. These statements involve known and unknown risks, delays, uncertainties and other factors
not under the Corporation's control that may cause actual results, levels of activity, performance or
achievements to be materially different from the results, levels of activity, performance, achievements or
expectations expressed or implied by these forward-looking statements.
CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of
this news release.
