Vancouver, BC / TheNewswire / June 12, 2018 - Exalt Capital Corp. ("Exalt"), a capital pool company pursuant to Policy 2.4 (the "Policy") of the TSX Venture Exchange (the "TSXV"), reports that it has received conditional approval to its proposed acquisition of Sachiel Connect Inc. (the "Proposed Transaction"). The Proposed Transaction, first announced in Exalt's press release of December 7, 2017, is intended to constitute the "qualifying transaction" of Exalt pursuant to the Policy.
Final approval of the TSXV to the Proposed Transaction is subject to certain conditions, including but not limited to the completion of Exalt's previously announced non-brokered private placement to raise gross proceeds of not less than $2.5 million by the issuance of not less than 11,363,636 Exalt common shares at a price of $0.22 per share, and the completion of Exalt's previously announced brokered private placement through Mackie Research Capital Corporation to raise gross proceeds of not less than a minimum of $500,500 and up to a maximum of $1,001,000 by the issuance of a minimum of 2,275,000 Exalt common shares and up to a maximum of 4,550,000 Exalt common shares at a price of $0.22 per share. The Proposed Transaction is also subject to the receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements and conditions in connection with the Proposed Transaction, the absence of any material adverse condition with respect to the financial and operational condition or the assets of each of the parties; and the delivery of customary closing documentation.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Trading in the common shares of Exalt will remain halted pending the satisfaction of all applicable requirements of the TSXV. There can be no assurance that trading in the common shares of Exalt will resume prior to the completion of the Proposed Transaction.
About Exalt Capital Corp.
Exalt Capital Corp., a capital pool company within the meaning of the Policy of the TSXV, was incorporated in British Columbia on February 20, 2017 and listed on the TSXV on October 10, 2017. It does not have any operations and has no assets other than cash. Exalt's current business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction (as such term is defined in the Policy).
For More Information
For more information, please contact:
Wei Kang, Director, President, CEO and Director of Exalt
This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans" "expects" or "does not expect", "proposed", "is expected", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects the current beliefs of Exalt and is based on information currently available to Exalt and on assumptions Exalt believes are reasonable. These assumptions include, but are not limited to, management's assumptions about receiving TSXV approval of the Proposed Transaction, the non-brokered private placement and the brokered private placement discussed in this press release and investor interest in the said private placements.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Exalt to be materially different from those expressed or implied by such forward-looking information. Although Exalt has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release represent the expectations of Exalt as of the date of this press release and, accordingly, are subject to change after such date. However, Exalt expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of minority approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or information circular, as the case may be, to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed on the merits of the Proposed Transaction and has neither approved or disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of the adequacy or accuracy of this press release.
OR DISSEMINATION IN THE UNITED STATES