(TheNewswire)
Vancouver, BC / TheNewswire / March 28, 2018 – Exalt Capital Corp. (“Exalt” or the “Company”), a capital pool company pursuant to Policy 2.4 (the “Policy”) of the TSX Venture Exchange (the “TSXV”), is pleased to announce that, as announced in its news release dated December 7, 2017, the Company has signed the acquisition agreement (the “Acquisition Agreement”) whereby, upon satisfying certain closing conditions, Exalt shall issue 29,100,000 common shares (“Exalt Shares”) to the shareholders of Sachiel Connect Inc. (“Sachiel Connect”), at a deemed price of $0.22 per Exalt Share for an aggregate purchase price of $6,402,000, in consideration for Exalt’s acquisition of all of the issued and outstanding securities of Sachiel Connect, which will result in Sachiel Connect becoming a wholly-owned subsidiary of Exalt (the “Proposed Transaction”).
The Proposed Transaction is intended to constitute the “qualifying transaction” of Exalt pursuant to the Policy of the TSXV. On closing (the “Closing”) of the Proposed Transaction, the resulting issuer will be listed as a Tier 2 “Industrial” issuer on the TSXV. The Proposed Transaction is subject to a number of terms and conditions, including but not limited to the completion of a non-brokered private placement to raise not less than gross proceeds of $2.5 million by the issuance of not less than 11,363,636 Exalt Shares at a price of $0.22 per Exalt Share (the “Non-Brokered Private Placement”); the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the TSXV, and 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.
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.
The Company further reports that it intends to undertake a brokered private placement (the “Brokered Private Placement”) consisting of a minimum of 2,275,000 Exalt Shares and up to a maximum of 4,550,000 Exalt Shares at a price of $0.22 per Exalt Share through Mackie Research Capital Corporation (the “Agent”) for gross proceeds of a minimum of $500,500 and a maximum of $1,001,000. The Brokered Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSXV.
The Agent will receive a cash commission equal to 6.0% of the gross proceeds raised in the Brokered Private Placement, and will be granted share purchase warrants (the “Agent's Warrants”) by the Company to acquire that number of Exalt Shares equal to 6.0% of the aggregate number of Exalt Shares sold under the Brokered Private Placement, exercisable at a price of $0.22 per Agent’s Warrant for a period of 24 months from the closing date of the Brokered Private Placement. The Brokered Private Placement will be sold on a private placement basis pursuant to the “accredited investor” and minimum investment exemptions under National Instrument 45-106, and such other prospectus exemptions as may be mutually agreed by Exalt and the Agent.
As mentioned earlier in this press release, it is a condition to the completion of the Proposed Transaction that the Company complete the Non-Brokered Private Placement concurrently with or prior to the completion of the Proposed Transaction.
It is not a condition to the closing of the Brokered Private Placement that the Company completes the Proposed Transaction or the Non-Brokered Private Placement.
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 news 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.
The Brokered Private Placement and Non-Brokered Private Placement will provide funding for the development of the Company’s intended business and for general corporate purposes.
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
Telephone: 1-604-812-1902
E-mail: weikang@shaw.ca
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 and investor interest in the Non-Brokered Private Placement and the Brokered Private Placement.
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.
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