TORONTO, ONTARIO -- (Marketwired) -- 01/25/17 -- Capricorn Business Acquisitions Inc. (the "Company") (NEX: CAK.H) is pleased to announce that it intends to seek shareholder approval for a 1-for-3 consolidation (the "Consolidation") at its Annual and Special Meeting of Shareholders to be held on February 14, 2017, or any adjournment thereof (the "Meeting"). There is no name change contemplated in conjunction with the Consolidation.
The Company also intends to proceed with a non-brokered private placement offering of up to 3,750,000 post-Consolidation common shares at a subscription price of C$0.08 per post-Consolidation common share, or such lesser price as may be permitted by the TSX Venture Exchange (the "Exchange"), for gross proceeds of up to C$300,000 (the "Private Placement"). Closing of the Private Placement is contingent on receipt of shareholder approval of the Consolidation. If the Consolidation is approved, the Consolidation and the Private Placement are expected to be completed after completion of the Meeting on February 14, 2017 (or any adjournment thereof).
The post-Consolidation common shares under the Private Placement to be issued will be subject to a statutory four month-plus-one-day hold period from the date of closing and will be offered to purchasers in reliance on certain prospectus exemptions. The net proceeds from the Private Placement are intended to be used to cover ongoing expenses associated with the Company's continuous disclosure obligations and to cover the expenses associated with achieving its corporate objectives and increase shareholder value, which as a CPC, means identifying and completing a "Qualifying Transaction". The net proceeds of the Private Placement are also expected to be used to pay down the principal and interest on a previously announced $45,000 loan owing by the Company (see the press release of the Company dated December 20, 2016).
The Company currently has 7,394,400 pre-Consolidation common shares issued and outstanding and will have 2,464,800 post-Consolidation common shares issued and outstanding upon completion of the Consolidation. The exercise price and number of common shares issuable pursuant to all outstanding stock options will also be adjusted in accordance with the Consolidation ratio; however, the Company is seeking shareholder approval at the Meeting to reprice such stock options (the "Option Repricing") granted to insiders of the Company to an exercise price per share equal to the greater of (a) $0.10 per post-Consolidation share, and (b) the Discounted Market Price (as defined in the policies of the Exchange) on the date that is two trading days after the completion of the Consolidation, or such greater amount as may be determined by the Company upon request of the Exchange.
The Consolidation, Private Placement and Option Repricing are subject to, among other things, all applicable regulatory and shareholder approvals, including the acceptance of the Exchange or the NEX board of the Exchange, as applicable. A portion of the gross proceeds of the Private Placement is expected to be subscribed for by insiders of the Company. Notwithstanding the receipt of shareholder or regulatory approval, the Company may elect not to proceed will all or any of the Consolidation, Private Placement and Option Repricing and there can be no assurance such transactions will be completed. Any such subscription will be considered to be a related party transaction within the meaning of Exchange Policy 5.9 which incorporates Multilateral Instrument 61-101 ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(b) of MI 61-101 in respect of such insider participation. As of the date hereof, it is expected that each of Messrs. Posner, Storcheus and Weinreb, who are current directors of the Company, will subscribe for a minimum of $5,000 each under the Private Placement pursuant to requirements under the Exchange policies with respect to officers and directors of a CPC.
Further information about the above-noted matters is included in the management information circular dated January 10, 2017 in connection with the Meeting, which is available on SEDAR at www.sedar.com.
The Company is a NEX listed company and classified as a Capital Pool Corporation as defined in Exchange Policy 2.4. The Company's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction within the meaning of Exchange policies.
Caution Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward looking statements" which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may', "will', "expect', "believe', "plan' and other similar terminology. These statements include, but are not limited to, expectations regarding the proposed Consolidation, the Private Placement (including pricing, use of proceeds, closing date and insider participation), the Option Repricing and the Meeting. These statements reflect management's current expectations regarding future events and speak only as of the date of this press release. The forward looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the Company's stage of development, capital requirements and future ability to fund operations, regulatory requirements, general economic, market or business conditions. The foregoing list of factors is not exhaustive. The Company undertakes no obligation to update publicly or revise any forward looking statements, whether a result of new information, future results or otherwise, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Capricorn Business Acquisitions Inc.
CEO, President and Director