White Fox Ventures Inc. (OTCMKTS:AWAW) Files An 8-K Termination of a Material Definitive Agreement

White Fox Ventures Inc. (OTCMKTS:AWAW) Files An 8-K Termination of a Material Definitive Agreement

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Item 1.02

Termination of a Material Definitive Agreement.
As reported on its Current Report on Form 8-K filed on August 29,
2016, White Fox Ventures Inc. (the Registrant) entered into a
private placement agreement with NQ Minerals PLC, an Australian
mining company (NQ), on August 22, 2016. Under that agreement,
the Registrant was to invest up to $2,500,000 over an eight month
period on the schedule set forth in the agreement. The Registrant
remitted $150,000, representing the first tranche of its
investment, at the time of the signing of the agreement and
$100,000, representing the second tranche, thereafter. On
November 27, 2016, the parties to the agreement terminated the
remaining investment obligations under the private placement
agreement, effective as of December 1, 2016, without further
investment having been made.
Item 3.02
Unregistered Sales of Equity Securities.
On August 22, 2016, the Registrant reported in its Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2016,
that 40,178,957 shares of its common stock were issued and
outstanding as of August 12, 2016.
From time to time since August 12, 2016, the Registrant has
funded its operations and the payment of its expenses through the
issuance and sale of additional shares of common stock, primarily
to the Registrants Chief Executive Officer, Shinsuke Nakano.
Certain of these investments were funded prior to August 12,
2016, but were not reflected in the shares reported as
outstanding on August 12, 2016 because the stock certificates had
not yet been issued by the Registrants transfer agent. A summary
of each investment made by Mr. Nakano follows:
Date
Certificate Issue Date
Investment Amount
Price per share
Shares Issued
6/1/2016
8/16/2016
$15,350
$0.025
614,000
7/15/2016
8/16/2016
$234,544
$0.025
9,381,743
7/28/2016
8/16/2016
$34,721
$0.025
1,388,840
8/26/2016
8/30/2016
$150,000
$0.01
15,000,000
9/15/2016
9/19/2016
$18,200
$0.01
1,820,000
10/4/2016
10/18/2016
$112,543
$0.025
4,501,719
The Registrant used the proceeds from each investment to pay
accrued consulting, accounting, legal and other fees and expenses
of the Registrant, and for general working capital purposes,
including the funding of the Registrants operations through its
Japanese subsidiary. In addition, the proceeds of the August 26,
2016 and October 4, 2016 investments were used to fund the
Registrants investment in NQ Minerals PLC, as disclosed in the
Registrants Current Report on Form 8-K filed August 29, 2016 and
described under Item 1.02 of this Current Report.
The Registrant also issued 350,000 shares of common stock on
August 16, 2016, to a former professional services provider as
part of a settlement agreement relating to outstanding fees.
Each of the above issuances was made in reliance on an exemption
from registration under the Securities Act of 1933, as amended,
to Section 4(a)(2) thereof. As of December 27, 2016, there were
73,682,959 shares of the Registrants common stock outstanding.


About White Fox Ventures Inc. (OTCMKTS:AWAW)

White Fox Ventures, Inc. (White Fox), formerly Breathe Ecig Corp., is a development stage company. The Company operates business academies throughout Japan. The Company intends to launch its operations in Sapporo, Sendai, Tokyo, Matsumoto, Nagoya, Osaka, Okoyama, Kumamoto and Fukuoka. The Company also intends to launch its academy via online throughout Japan. The Company is developing its online application to be utilized by its academy members. This application shall be available for direct downloading onto smartphones, such as iPhones, Android, as well as iPhone operating system (iOS) and Tablet devices.

White Fox Ventures Inc. (OTCMKTS:AWAW) Recent Trading Information

White Fox Ventures Inc. (OTCMKTS:AWAW) closed its last trading session 00.0000 at 0.0799 with 7,000 shares trading hands.

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