CanadaBis (TSXV: CANB.P) Announces Extension and Amendments to Letter of Intent for Its Qualifying Transaction
CALGARY, Alberta - March 2, 2018 (Investorideas.com Newswire) CANADABIS CAPITAL INC. (TSXV: CANB.P) (the "Corporation"), a capital pool company, announces that further to its press release dated January 19, 2018, the terms of the letter of intent dated January 19, 2018, (the "LOI") with Applied Data Finance, LLC, a limited liability company existing under the laws of the State of Delaware ("ADF") have been amended. The LOI outlines the general terms and conditions pursuant to which the Corporation and ADF would be willing to complete a transaction (the "Transaction") that will result in a reverse take-over of the Corporation by the security holders of ADF and is intended to constitute the "qualifying transaction" of the Corporation under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "TSXV").
The amendment extends the time required for the parties to enter into a definitive agreement (the "Definitive Agreement") to March 23, 2018 and reduces the amount of funds being raised by ADF from $65 million to $25 million. ADF has appointed GMP Securities L.P. and Raymond James Ltd. as co-lead agents in respect of the financing. The LOI may still be terminated by either party in certain circumstances, including if the Definitive Agreement is not executed prior to March 23, 2018. The Transaction is subject to requisite regulatory approvals, including the approval of the TSXV, and standard closing conditions, including the approval of the directors of each of the Corporation and ADF of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of the Corporation and ADF, as well as the conditions described in the Corporation’s press release dated January 19, 2018. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies.
ADF is an innovative, artificial intelligence ("AI") based, online lender led by a highly seasoned management team with deep experience in both AI and consumer credit. Focused on making loans to non-prime consumers in the United States, ADF has originated over US$90 million in loans to over 23,000 consumers. ADF’s AI driven approach enables it to optimize critical elements in the lending business, including marketing, fraud prevention, credit adjudication, and collections.
Further information relating to ADF will be included in a subsequent press release in connection with the Transaction.
All information contained in this news release with respect to the Corporation and ADF was supplied by the parties, respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
Tel: (587) 356-5625
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder and regulatory 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 the Corporation should be considered highly speculative.
This press release is not an offer of securities for sale in the United States. The securities described in this press release 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 or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
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.
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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction; the terms and conditions of the proposed financing by ADF; future developments and the business and operations of the "Resulting Issuer" after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that the proposed transaction will proceed and that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation and ADF disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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