Shine Box Capital Corp. (TSXV - RENT.P) ('Shine Box') is pleased to announce that it has entered into a letter of intent ('LOI') dated August 13, 2020, to enter into a business combination (the 'Transaction') with Ciscom Corp. ('Ciscom').
It is expected that upon completion of the Transaction, the combined entity (the 'Resulting Issuer') will meet the listing requirements for a Tier 1 Industrial issuer under the policies of the TSX Venture Exchange (the 'TSXV').
General Information on Shine Box
Shine Box was incorporated under the Canada Business Corporations Act and has a head office in Calgary, Alberta. Shine Box is a 'Capital Pool Company' under the policies of the TSXV and it is intended that the Transaction will constitute the 'Qualifying Transaction' of Shine Box, as such term is defined in TSXV Policy 2.4 - Capital Pool Companies. The common shares of Shine Box ('Shine Box Common Shares') are currently listed on the TSXV and Shine Box is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Shine Box currently has 6,000,000 Shine Box Common Shares issued and outstanding and securities exercisable or exchangeable into 900,000 Shine Box Common Shares, being: (i) 600,000 directors and officers options exercisable at a price of $0.10 per Shine Box Common Share (the 'Shine Box Stock Options') and (ii) 300,000 broker warrants exercisable at $0.10 per Shine Box Common Share (the 'Shine Box Warrants'). It is expected that the directors and officers of Shine Box will exercise the 600,000 Shine Box Stock Options within six months of closing of the Transaction.
Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, 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 a capital pool company should be considered highly speculative.
This news release contains 'forward-looking information' within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Private Placement, the use of proceeds of the Private Placement, and the proposed directors and officers of the Resulting Issuer. The information about Ciscom contained in the press release has not been independently verified by Shine Box. Although Shine Box believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Shine Box can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Private Placement, the appointment 5 of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on Shine Box's due diligence (which is going to be limited as Shine Box intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Shine Box and Ciscom. The statements in this press release are made as of the date of this release. Shine Box undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Shine Box, Ciscom, their securities, or their respective financial or operating results (as applicable).