CALGARY, Dec. 12, 2018 /CNW/ - Hoist Capital Corp. (the "Corporation") (TSXV:HTE.P), a capital pool company under Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "Exchange"), is pleased to announce that further to the Corporation's press release issued on October 2, 2018 announcing a proposed arm's length Qualifying Transaction with The Sky Guys Ltd. ("Sky Guys"), that at a special shareholders meeting held earlier today in Calgary, Alberta shareholders overwhelmingly approved certain preconditions for completion of the Qualifying Transaction.
At the special meeting, shareholders approved the consolidation of the 11,200,000 outstanding common shares on a 5.333333 to 1 basis to be implemented immediately prior to completion of the Qualifying Transaction. In addition, shareholders also conditionally elected the nominees of Sky Guys to the board of directors. Upon completion of the Qualifying Transaction, all of the current directors and officers of the Corporation will resign and the management and the board of directors of Sky Guys will assume the management of the Corporation. As the proposed Qualifying Transaction is arm's length, shareholder approval was not required for the Qualifying Transaction in accordance with the exemptions contained in the CPC Policy.
Completion of the Qualifying Transaction is subject to a number of remaining conditions, including (a) completion by Sky Guys of a private placement of common share subscription receipts for minimum gross proceeds of $8,000,000 at an issuance price and other terms that are mutually acceptable to Sky Guys and the Corporation; and (b) receipt of all requisite approvals and consents, including approval of the Qualifying Transaction by the Exchange and the shareholders of Sky Guys.
Further details regarding the terms of the Sky Guys private placement will be provided once they have been finalized.
In accordance with the requirements under the CPC Policy, the Corporation will file an Exchange prescribed filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain further information regarding the Qualifying Transaction, including information about the business and affairs of the Corporation and Sky Guys.
Forward Looking Information
Statements in this press release regarding Sky Guys' business which are not historical facts, are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. 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.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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 PRESS RELEASE.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES, THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1993, AS AMENDED, OR ANY SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
SOURCE Hoist Capital Corp.
For further information: Arif Shivji, President, Tel: (403) 803-2150, [email protected]