/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
CALGARY, Jan. 11, 2018 /CNW/ - Further to its press releases of September 21, 2017, November 20, 2017 and January 10, 2018, Soleil Capital Corp. ("Soleil" or the "Company") (TSXV: SOLE.P) announces that it will hold a special meeting of its shareholders on February 26, 2018 for, among other things, the purpose of obtaining approval of its previously announced amalgamation (the "Amalgamation") with Goldplay Exploration Ltd. ("Goldplay"). Soleil intends that the Amalgamation will constitute its Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").
The Company currently anticipates that the Amalgamation will be completed on March 1, 2018.
Trading in Soleil's shares was voluntarily halted September 21, 2017 and is expected to remain halted pending completion or termination of the Amalgamation.
About Soleil Capital Corp.
Soleil is a Capital Pool Company that completed its initial public offering of $1,000,000 (gross proceeds) and obtained a listing on the Exchange in January 2017 (trading symbol: "SOLE.P"). Prior to entering into the letter of intent which preceded the Amalgamation Agreement, Soleil did not carry on any active business activity other than reviewing potential transactions that would qualify as Soleil's Qualifying Transaction.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson,
President, Chief Executive Officer,
Chief Financial Officer and Director
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Soleil's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the anticipated timing for completion of the Amalgamation. Such statements and information reflect the current view of Soleil. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, that there can be no assurance that Soleil and Goldplay will obtain all requisite approvals for the Amalgamation, including the approval of the Company's shareholders, Goldplay's shareholders or the approval of the Exchange (which may be conditional upon amendments to the terms of the Amalgamation and/or related transactions).
Soleil cautions that the foregoing list of material factors is not exhaustive. When relying on Soleil's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Soleil has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF SOLEIL AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE SOLEIL MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Completion of the transactions contemplated by the Amalgamation Agreement and the Amending Agreement is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that such transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Company's information circular prepared in connection with the Amalgamation, any information released or received with respect to such 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the transactions contemplated by the Amalgamation Agreement and the Amending Agreement and has neither approved nor disapproved the contents of this press release.
Neither the 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.
SOURCE Soleil Capital Corp.
For further information: please contact: Michael Thomson, Email: [email protected], Phone: (604) 312-4777