/NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES/
TORONTO, Aug. 17, 2015 /CNW/ - 71 Capital Corp. (the "Corporation") (TSXV-NEX: SVN.H) is pleased to announce that today it filed its filing statement on SEDAR (www.sedar.com) in respect of the previously announced qualifying transaction (see press release dated May 19, 2015 and August 14, 2015) whereby the Corporation will acquire all of the issued and outstanding securities (the "Prodigy Shares") of TCB Corporation doing business as Prodigy Ventures ("Prodigy Ventures") in exchange for the issuance of common shares and restricted voting shares (as described below) to the shareholders of Prodigy Ventures. The acquisition of the Prodigy Shares will constitute the qualifying transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). Closing of the Qualifying Transaction is expected to take place in early September 2015.
In connection with the Qualifying Transaction an offering of subscription receipts ("Subscription Receipts") pursuant to which it raised $85,773 through the issuance of 1,183,081 Subscription Receipts at a price of $0.0725 per Subscription Receipt. Each Subscription Receipt will be exchanged, without the payment of any additional consideration, for one common share of Prodigy Ventures upon the satisfaction or waiver of all the conditions necessary to complete the Qualifying Transaction. Such common shares of Prodigy Ventures will be exchanged on a one a one for one basis into freely tradeable common shares of the Corporation in connection with the completion of the Qualifying Transaction. The proceeds from the Private Placement will be used for general working capital purposes.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. 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 Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction 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 statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Prodigy Ventures, or their respective financial or operating results or (as applicable), their securities.
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.
SOURCE 71 Capital Corp.
For further information: 71 CAPITAL CORP., ERIC ROBLIN, PHONE NO: (416) 941-8811