VANCOUVER, BC, Aug. 17, 2026 /CNW/ -- China Keli Electric Company Ltd. (the "Company") (NEX: ZKL) is pleased to announce that it has entered into an amending agreement dated as of the date hereof (the "Amending Agreement") to the previously announced share exchange agreement (the "Exchange Agreement") dated December 9, 2025 with DGEN Technologies Corp. ("DGEN") and the shareholders of DGEN (collectively, the "Vendors"). Pursuant to the terms of the Amending Agreement, the consideration to be provided by the Company in order to acquire all of the issued and outstanding shares of DGEN (the "Transaction") has been amended from (i) 7,000,000 common shares of the Company (each, a "Share"); and (ii) 7,000,000 common share purchase warrants (each, a "Warrant"), to 9,550,360 Shares and 7,000,360 Warrants, to be issued to the Vendors on closing of the Transaction. Each Warrant will entitle the holder thereof to acquire one Share at a price of $0.25 for a period of 24 months following the completion of the Transaction. All other terms of the Exchange Agreement remain the same.
The Company has applied for listing of its Shares on the Canadian Securities Exchange (the "CSE") and a concurrent delisting from the TSX Venture Exchange (the "TSXV"). Listing of the Shares remains subject to the Company completing the Transaction and satisfying all of the listing requirements of the CSE. The Company will continue to provide updates regarding the Transaction as it works towards closing with DGEN.
Copies of the Exchange Agreement and the Amending Agreement are available under the Company's profile on SEDAR+ at www.sedarplus.ca. For further information on the Transaction and the Exchange Agreement, refer to the Company's press release dated December 12, 2025.
About China Keli
China Keli is currently without an active business and is listed on the NEX Board of the TSX Venture Exchange.
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation, statements with respect to: the proposed Transaction and related transactions; the terms, structure and expected timing of the Transaction; the anticipated business of the Company following completion of the Transaction; the expected delisting of the Shares from the TSXV and the proposed listing of the Shares on the CSE; the anticipated changes to the directors and officers of the Company; and the satisfaction of the conditions to closing of the Transaction, including receipt of applicable shareholder, director, TSXV and CSE approvals. Forward-looking statements are necessarily based on a number of assumptions that, while considered reasonable by management at the date of this news release, are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies. Assumptions used to develop such forward-looking statements include, but are not limited to: the ability of the parties to satisfy the conditions to closing of the Transaction; the ability of the Company to receive all necessary regulatory, shareholder and other approvals; the state of the financial markets; the Company's ability to meet the CSE's initial listing requirements; and the absence of unforeseen delays or events that would prevent the completion of the Transaction.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the Transaction may not be completed on the terms announced or at all; the risk that required regulatory or shareholder approvals will not be obtained; risks relating to the Company's ability to satisfy the CSE's listing requirements; risks associated with carrying on the business of DGEN following completion of the Transaction; market volatility; general business, economic, and competitive uncertainties; and the risk of unforeseen events, delays or changes in law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE China Keli Electric Company Ltd.
For further information, please contact: CHINA KELI ELECTRIC COMPANY LTD., Philip Lo, Chief Executive Officer, Tel. No.: (852) 5138 1632, Email: [email protected]
