PlasCred
PlasCred is a private green technology company incorporated in
The Assignment
In consideration for the Assignment, the Company will issue to NumberCo 12,000,000 post-Consolidation (as defined below) units (each, a “Unit”) of the Company at a deemed price of
Summary of Transaction
In connection with the completion of the Transaction (the “Closing”), the Company will issue up to an aggregate of 35,000,000 Shares at a deemed price of
Completion of the Transaction remains subject to a number of conditions, including satisfactory due diligence by the parties, receipt of all requisite approvals, including the conditional approval of the Canadian Securities Exchange (the “CSE”), and other conditions customary for transactions of this nature. The Transaction is a Fundamental Change under the Policies of the CSE, requiring the CSE to review and approve the Transaction and the Company to obtain shareholder approval for the Transaction.
A summary of PlasCred’s financial information will be included in a subsequent press release once such financial information has been obtained by the Company. It is anticipated that PlasCred will provide audited financial statements in due course. The parties will endeavor to complete the Transaction as soon as practicable. There can be no assurance that the Transaction will be completed as proposed or at all.
The Transaction will be completed pursuant to available exemptions under applicable legislation.
Share Consolidation
Prior to the closing of the Transaction, the Company intends to consolidate its outstanding Shares on the basis of 2 pre-consolidation Shares for every one post-consolidation Share (the “Consolidation”).
Financing
In addition to the Assignment, the Company also announces a non-brokered private placement consisting of the issuance of up to 13,333,333 post-Consolidation Shares at a deemed price of
The Company intends to use the proceeds from the Financing for general working capital purposes as well as to help fund the closing of the Transaction.
Finders’ fees in cash and securities may be payable in connection with the Financing in accordance with the policies of the CSE and applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in
Completion of the Transaction is subject to a number of conditions, including acceptance of the CSE. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the 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.
The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
ON BEHALF OF THE BOARD
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
For more information please contact:
Investor Relations
+1 604-687-2038 – Email: info@covertechnologies.ca
Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the Company’s ability to obtain the shareholder consent for the Transaction and, in connection therewith, that the Transaction will close, and that the Company will be able to complete the Financing. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it and PlasCred, as applicable, will obtain the required approvals for the Transaction and the Financing, as applicable, the availability of the financing required for the Company to carry out its planned future activities, and the availability of and the ability to retain and attract qualified personnel.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, but are not limited to, the inability of the Company to obtain shareholder approval for the Transaction and, in connection therewith, to close the Transaction, execute its proposed business plans, and carry out planned future activities. Further, the ongoing COVID-19 pandemic, labour shortages, inflationary pressures, rising interest rates, the global financial climate and the conflict in
These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.
The Canadian Securities Exchange (operated by
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