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.
Closing Conditions
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.
Filing Statement
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.