Flex Labs Inc. an AI 
technology company

Corporate Details

Flex Labs Inc., incorporated on 9 November 2021 and registered in British Columbia, Canada under the Business Corporations Act with company number BC1332571.

Registered office:
700 - 401 West Georgia Street, Vancouver BC V6B 5A1, Canada

The Company’s shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: FLEX

ISIN: CA33939R1073


LEI: 98450075C56BCFB38260

Share Price Information and Significant shareholders

Number of Ordinary Shares in issue: 224,110,666

Percent of securities in public hands: 19.21%

Outstanding Warrants: 31,000,000

12.15% dilution upon full exercise of warrants

Shareholders (over 5%):

Saral Global VVC: 49,403,509 common shares [22.04%]

Marallo Holdings Inc.*: 37,000,000 common shares [16.51%]

Fidelio Partners Pte Ltd.: 28,155,244 common shares [12.56%]

Phoenix Digital Assets Plc: 17,368,421 common shares [7.75%]

Pioneer Media Holdings Inc.: 14,578,947 common shares [6.51%]

* The shares of Marallo Holdings Inc. are held by Mike Edwards.

Director shareholding:

Mike Edwards: 1

Elliot Fielding: 500,000

Marallo Holdings Inc.*: 37,000,000

Pioneer Media Holdings Inc**: 14,578,947

Supernova Digital Assets Plc***:  2,034,429

* The shares of Marallo Holdings Inc. are held by Mike Edwards.

** Mike Edwards holds 16.9% of the total issued share capital of Pioneer Media Holdings Inc. and is therefore a significant shareholder but does not control the company.
***Marallo Holdings Inc. holds (indirectly) 73,246,633 shares or 6% of the total issued share capital of Supernova Digital Assets. Mike Edwards holds 16,666,667 shares (1.3%) in Supernova Digital Assets.

There are no restrictions on the transfer of Common Shares.

The Company’s shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: FLEX

Information as of Admission.

Corporate Governance

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.

The Board, which will meet not less than four times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions.

The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee is chaired by Robert Mayfield and its other member is Michael Edwards. The Audit and Risk Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes, and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.

The remuneration committee, which comprises Elliot Fielding and Robert Mayfield, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Robert Mayfield and will meet at least once a year.

The Aquis Rule Compliance Committee, which will comprise Michael Edwards and Elliot Fielding, will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Elliot Fielding.

The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.

Share Dealing Code

The Company has adopted the Share Dealing Code for dealings in its securities by Directors and certain employees which is appropriate for a company whose shares are traded on the Access segment of the Aquis Stock Exchange Growth Market. This will constitute the Company's share dealing policy for the purpose of compliance with the UK Market Abuse Regulation (“MAR”) and the relevant part of the Aquis Stock Exchange Access Rulebook.

It should be noted that MAR and the insider dealing legislation set out in the UK Criminal Justice Act 1993 will apply to the Company and dealings in Common Shares.

English law legal advisers to the Company

Fladgate LLP

16 Great Queen St

London WC2B 5DG

Canadian law legal advisers to the Company

Richards Buell Sutton

700 – 401 West Georgia Street

Vancouver, BC Canada V6B 5A1

Aquis Corporate Adviser to the Company

First Sentinel Corporate Finance Limited

Ground Floor, 72 Charlotte Street

London W1T 4QQ

Reporting Accountants to the Company

Haysmacintyre LLP

10 Queen St Place

London EC4R 1AG

UK Registrars and Depositary

Computershare Investor Services Plc

The Pavilions, Bridgwater Road 

Bristol BS13 8AE

Canadian Registrars and Transfer Agent

Computershare Investor Services Inc

510 Burrard Street, 3rd Floor

Vancouver, B.C.  V6C 3B9

Investor Enquiries

First Sentinel Corporate Finance Ltd

020 3855 5551


Mike Edwards

Executive Chairman

Mike Edwards has started and invested in technology companies for over 20 years. Mike invests in smart people with big ideas, and thrives on helping other entrepreneurs turn a napkin sketch into a prosperous business. He has invested in more than 40 technology startups including Punch’d, which was sold to Google, Summify, which was acquired by Twitter, Wander, which was acquired by Yahoo, AreaConnect, which was 24 sold to Marchex, Wylie Interactive, which was acquired by Zynga, and PasswordBox, which was acquired by Intel. Mike is actively involved in growing and supporting the startup community and connecting local entrepreneurs with the right investors, mentors and influencers in Silicon Valley, New York, Europe and Asia. Mike co-founded Growlab, a seed stage accelerator focussing on consumer facing digital products, which later merged with Extreme Startups to create Canada’s Highline accelerator, and co-founded and is a board member of Creative Labs, a venture capital backed startup foundry that builds consumer technology companies by leveraging the Creative Artist Agency’s access to talent and audience. Mike was the cofounder and president of Argo Blockchain plc, a company established to provide cryptocurrency mining services and which was admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange’s Main Market for listed securities in August 2018. Mike is also a current Board member of Eastside Games Group Inc, listed on the Toronto Stock Exchange. East Side Games Group is a mobile game platform technology company and development and publishing group powerhouse creating legendary games. Mike was also the co-founder of Guild Esports plc, the first esports business to be admitted to trading on the Main Market; Cellular Goods plc, the first producer of biosynthetic cannabinoids to join the London Stock Exchange; and NFT Investments Plc, the first publicly traded vehicle for the new NFT asset class.

Elliot Fielding

Finance Director

Elliot qualified as a Chartered Accountant at Deloitte, with experience in Audit and Transaction Services. Elliot has advised clients ranging from large multinational and listed companies to smaller, privately owned and managed operations, in various sectors including law, TMT, real estate, sport and travel. Currently, he is managing partner of Sampson Fielding, a firm of Chartered Accountants and Business Advisors. Elliot has a degree from Durham University with a master’s degree in Mathematics.

Robert Mayfield

Independent Non-Executive Director

Rob is an experienced international entrepreneur, CEO and VC investor in various industries, focussed on bringing disruptive technology to market. Rob is currently the managing director a technology investment fund in the Netherlands, investing in technologies associated with Leiden University and the LUMC academic hospital. He previously worked as the Director of technology transfer, and is also a Director of the Leiden Centre of Entrepreneurship. Rob has extensive corporate governance experience representing the interests of VC and private institutional investors, both through the University investment fund, Libertatis Ergo Holding B.V., with 40 portfolio companies, and previously as a manager of a multinational corporate VC fund Shell Technology Ventures Fund 1 B.V., operating in Europe, US and Asia.
Rob is currently a member of the supervisory board of several companies in which the University holding is an investor, such as inter alia, UNIIQ B.V (a regional investment fund), In Ovo B.V. (agritech), in which he is also chair of the compensation committee, Vitroscan BV (oncology), and Bimini Biotech BV (oncology) as well as a number of digital health technology startups. Rob holds a BEng (Hons) in Electrical & Mechanical Engineering from the University of Edinburgh and an MBA from INSEAD.