Orletto Capital II Provides an Update on Its Qualifying Transaction and Announces a Private Placement of Subscription Receipt...
January 28 2020 - 2:38PM
ORLETTO CAPITAL II INC. (the “Corporation”), a capital pool
company, provides updates on its previously announced agreement in
principle with respect to a qualifying transaction with MiMedia
Inc. (“MiMedia”) on July 30, 2019. The negotiations have been
proceeding well and the Corporation is encouraged by the progress
in recent months. As announced on July 30, 2019, the Corporation
entered into an agreement in principle (the “Agreement”) with
MiMedia for the realization of a qualifying transaction, as per
Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The
outside date upon which the Corporation and MiMedia have initially
agreed to achieve certain milestones pursuant to the Agreement have
now been extended with the closing of the proposed business
combination by way of the acquisition of all of the issued and
outstanding shares of MiMedia to take place on or prior to June 30,
2020. The Exchange has not considered the merits of the
contemplated qualifying transaction. A more detailed press release
will be subsequently published in order to provide additional
details on the contemplated qualifying transaction. Consequently,
trading in the common shares of Orletto will remain halted up until
the publication of a press release announcing that trading in the
common shares is resumed.
Private Placement of Subscription Receipts of
MiMedia
As part of the proposed business combination,
Orletto is pleased to announce that MiMedia has entered into a
letter of engagement with Leede Jones Gable Inc. (the “Agent”)
under which the Agent has agreed to offer for sale, on a “best
effort” private placement basis, subject to all required regulatory
approvals, subscription receipts of MiMedia (the “Subscription
Receipts”), at a price of $0.30 per Subscription Receipt
(the “Subscription Price”), for a minimum of 7,000,000
Subscription Receipts and a maximum of 17,000,000 Subscription
Receipts for respective gross proceeds of $2,100,000 and $5,100,000
(the “Offering”).
Upon the completion of the qualifying
transaction and upon the satisfaction or waiver (to the extent such
waiver is permitted) of certain closing conditions at or before
5:00 p.m. (Toronto time) on June 30, 2020, the Subscription
Receipts will be exchanged, for no further consideration or action
to be taken, at the ratio of one Subscription Receipt for one unit
of the resulting issuer (the “Units”), with each Unit
consisting of one common share in the capital of the resulting
issuer (a “Unit Share”) and one common share purchase warrant (each
whole common share purchase warrant, a “Warrant”). Each Warrant
shall entitle the holder thereof to acquire one common share in the
capital of the resulting issuer (a “Warrant Share”) at a price of
$0.45 until the date which is 24 months following the closing of
the qualifying transaction, provided, however, that the expiry date
may be accelerated in certain circumstances.
MiMedia has granted the Agent an over-allotment
option to offer for sale up to an additional 15% of the
Subscription Receipt at the Subscription Price, exercisable in
whole or in part, at any time on or prior to 48 hours prior to the
closing of the Offering.
As part of the Offering, the Agent will receive
a cash commission in an amount equal to 10% of the gross proceeds
of the Offering. As additional consideration, the Agent will also
receive that number of warrants (the “Agent’s Warrants”) equal to
10% of the number of Subscription Receipts issued pursuant to the
Offering. Each Agent’s Warrant will entitle the holder thereof to
acquire one common share of the Resulting Issuer (an “Agent’s
Share”) at the Subscription Price for a period of 36 months
following the closing of the Offering. One half of the cash
commission will be paid at the closing of the Offering and the
remaining portion of the cash commission shall be deposited in
escrow with an escrow agent and released at the closing of the
qualifying transaction of the Corporation. The Agent’s Warrants
will be issued at the closing of the qualifying transaction.
MiMedia have also granted the Agent a right of
first refusal for any further financing which MiMedia may require
or propose to obtain for a period of twelve (12) months following
the closing of the Offering .
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. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and
applicable state securities laws.
Except for historical information, this press
release may contain “forward-looking statements” and
“forward-looking information” within the meaning of applicable
securities laws that reflect the Corporation’s current expectation
regarding future events, including, without limitation, the
execution of the definitive agreements. Forward-looking statements
contained in this press release involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance and achievements of the Corporation, as the case may
be, to be materially different from any future results, performance
or achievements expressed or implied by the said forward-looking
statements. The Corporation expressly disclaims any intention to
update or revise any forward-looking statements and information
whether as a result of new information, future events or otherwise,
other than as required by law. 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 TSX Venture 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 policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this press release
For further information, please contact:
Mr. Benoit Chotard President ORLETTO CAPITAL II
INC. Telephone: 778-996-4676 Email: benoitchotard@shaw.ca
Orletto Capital II (TSXV:OLT.P)
Historical Stock Chart
From May 2024 to Jun 2024
Orletto Capital II (TSXV:OLT.P)
Historical Stock Chart
From Jun 2023 to Jun 2024