Verde and SensaSure are working to close the Merger as soon as possible following the satisfaction of all closing conditions, which will create a new OTCQB-listed company focused on the acquisition and management of oil and gas minerals and royalties.
“The filing of the Registration Statement is a major milestone for Verde and SensaSure as it signifies another step towards closing,” commented
The Registration Statement has not yet become effective, is subject review by the
About
Until
About
Additional Information and Where to Find It
In connection with the Merger and related transactions, SensaSure has filed with the
Participants in the Solicitation
SensaSure, Verde and their respective directors and executive officers and other employees may be considered participants in the solicitation of proxies from the stockholders of SensaSure or Verde with respect to the transaction. Information about the directors and executive officers of SensaSure is set forth in its Annual Report on Form 10-K for the fiscal year ended
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, SensaSure’s expectations with respect to the proposed Merger, including statements regarding the benefits of the transaction and the anticipated timing of the transaction. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of SensaSure’s and Verde’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of SensaSure’s and Verde’s securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Verde, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the failure to obtain any applicable regulatory approvals required to consummate the Merger, (v) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the Merger, (vi) the effect of the announcement or pendency of the transaction on SensaSure’s and Verde’s business relationships, performance, and business generally, (vii) the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (viii) costs related to the Merger, (ix) the outcome of any legal proceedings that may instituted against SensaSure or Verde, regarding the proposed Merger, (x) the ability to maintain the listing of SensaSure’s or Verde’s securities on the OTC prior to the Merger, (xi) the risk that SensaSure or Verde is not able to maintain and enhance its brand and reputation in its marketplace, adversely affecting SensaSure’s or Verde’s business, financial condition and results of operations, (xii) the risk that periods of rapid growth and expansion could place a significant strain on SensaSure’s resources, including its employee base, which could negatively impact SensaSure’s operating results; (xiii) the risk that SensaSure may never achieve or sustain profitability; (xiv) the risk that SensaSure may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; (xv) the risk that the post-combination SensaSure’s securities will not be approved for listing on OTC or if approved, maintain the listing and (xvi) other risks and uncertainties indicated from time to time in the Registration Statement. There may be additional risks that SensaSure or Verde does not know or that SensaSure and Verde currently believe to be immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SensaSure assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described in the “Risk Factors” section of periodic reports filed by SensaSure or Verde with the
For more information, contact:
ksmith@pcgadvisory.com
Source:
2024 GlobeNewswire, Inc., source