The Circular was filed on
In the Circular, the Company disclosed that, by the closing date of the Proposed Transaction, it intended to complete a 'best efforts' brokered private placement financing of subscription receipts ('Subscription Receipts') for gross proceeds of up to
The Subscription Receipts will be offered for sale to qualified investors through a special purpose vehicle (the 'Finco'), established for the purpose of completing the Non-Brokered Offering, on a private placement basis pursuant to available exemptions from the prospectus requirements of applicable securities laws. The Subscription Receipts are proposed to be exchanged, upon the satisfaction of certain conditions, for common shares of the Finco, which shares will then be exchanged for Subordinate Voting Shares (as defined herein) on a one-for-one basis.
The closing of the Non-Brokered Offering is expected to occur on or before
The Non-Brokered Offering is being conducted in connection with the Proposed Transaction in accordance with the policies of the
The Proposed Transaction is expected to close shortly following the Meeting and before
As a result of the Non-Brokered Offering being completed instead of the Brokered Subscription Receipt Placement the estimated available funds available to the Resulting Issuer and principal purposes of such funds which were disclosed in the Circular are now as follows:
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words 'expect', 'anticipate', 'continue', 'estimate', 'objective', 'ongoing', 'may', 'will', 'project', 'should', 'believe', 'plans', 'intends' and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking information relating to the Non-Brokered Offering, the intended use of proceeds from the Non-Brokered Offering, the Resulting Issuer's expected sources of cash following the completion of the Proposed Transaction, the Resulting Issuer's intended principal uses of funds for the 12 months following the completion of the Proposed Transaction, the Meeting, the Trading Halt, and the Proposed Transaction (including obtaining necessary approvals). The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the completion of the Proposed Transaction, the Non-Brokered Offering, including the use of proceeds from such investment, the sources of cash following completion of the Proposed Transaction and principal uses of funds for the 12 months following completion of the Proposed Transaction, the length of the Trading Halt, and the Meeting occurring on
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Such factors which could materially affect such forward-looking information are described in the risk factors in the Company's Circular that is available on the Company's profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 the Company should be considered highly speculative.
Contact:
Sorin Posescu
Email: info@solidusau.com
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