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NEWS RELEASE IS
INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
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VANCOUVER, British Columbia, Nov. 18, 2020 (GLOBE NEWSWIRE) — A-LABS CAPITAL I CORP. (the “Corporation”) (TSXV: ALBS.P), a capital pool company, provides an update on its proposed qualifying transaction (the “QT”) with BTC Holdings Pty Ltd. (“BTC”), further to the Company’s news releases issued on February 19, 2020 and August 20, 2020.
Update on
Expected
Completion of Qualifying Transaction
The Corporation and BTC continue to work toward the completion of the QT. The Corporation and BTC have filed a complete submission with the TSX Venture Exchange (the “Exchange”) requesting conditional approval for the QT. Subject to receipt of conditional approval, the Corporation expects to file its filing in connection with the QT on the Corporation’s SEDAR profile (the “Filing Statement”) and proceed toward closing of the QT by December 31, 2020.
As such, the Corporation and BTC have agreed to extend the deadline (as set out in the previously announced Share Purchase Agreement) for completion of the QT from October 31, 2020 until December 31, 2020. The halt in trading of the common shares of the Corporation will remain in place until the completion of the QT. Trading in the Corporation’s common shares may be suspended or delisted at a future date should the parties determine to terminate the QT. It is anticipated that any Exchange approval of the QT will be subject to disinterested shareholder approval with respect to an arranger fee payable to an entity controlled by a current director of the Corporation, as more particularly described in the Filing Statement.
Update on the
Concurrent Financing
BTC has advised that, on October 29, 2020, it successfully completed the minimum offering and closed the first tranche of its non-brokered private placement (the “Concurrent Financing”) of subscription receipts of BTC (“Subscription Receipts”) for an aggregate of 1941 Subscription Receipts (3,373,344 Subscription Receipts on a post-consolidation basis), at a deemed price of CAD$1.00 per Subscription Receipt for gross proceeds in the amount of approximately CAD$3,373,344. BTC will close an additional tranche of the Concurrent Financing prior to closing of the QT which, together with the first tranche, is expected to be CAD$4,000,000, representing the maximum offering amount.
For details regarding the terms of the Concurrent Financing, refer to the news release of the Corporation dated August 20, 2020. The gross proceeds of the Concurrent Financing are held in escrow pending satisfaction of the previously disclosed escrow release conditions.
Change in Proposed
Directors
for
the Board
of
the Resulting Issuer
As previously disclosed, Tony Gu Tao was expected to serve as one of the five proposed directors of the resulting issuer upon closing of the QT (the “Resulting Issuer”). Mr. Tao is no longer able to serve as a director of the Resulting Issuer due to personal reasons, and as such, the proposed directors of the Resulting Issuer are expected to be the remaining slate of four directors, as follows: Messrs. Carosa, Cain, Cohen and Landau.
For information regarding these proposed directors and management of the Resulting Issuer, please refer to the Corporation’s news releases issued on February 19, 2020 and August 20, 2020 and the information to be contained in the Filing Statement when available on SEDAR.
Further Information
Additional information concerning the QT, the Corporation, BTC and the Resulting Issuer is provided in the Corporation’s news releases dated February 19, 2020 and August 20, 2020, as further updated by this new release, and will be provided in the Filing Statement, which will be available under the Corporation’s SEDAR profile at www.sedar.com.
Completion of the QT is subject to a number of conditions, including but not limited to, Exchange acceptance and
,
as
applicable pursuant to Exchange
r
equirements,
majority of the minority
shareholder consent
/
consent from the
non
–
conflicted shareholders to the QT
.
T
he QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT 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
QT
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
QT
and has neither approved nor disapproved the contents of this
news
release.
For further information, contact:
Doron Cohen CEO and Director of the Corporation
972 545-224-017
[email protected]
NEITHER EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
INFORMATION CONCERNING BTC, INCLUDING
THE CLOSING OF THE CONCURRENT FINANCING AND THE
PROPOSED DIRECTORS OF THE RESULTING ISSUER, HAS BEEN PROVIDED TO THE CORPORATION BY BTC FOR INCLUSION IN THIS NEWS RELEASE.
THIS
NEW
S 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.
Caution Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events,
capital raise proceeds,
expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the closing of the QT and related transactions, including
conditional approval from the Exchange with respect to the QT
and the expected timing for such transactions
. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the closing of the QT and
receipt of conditional approval
,
the closing of any additional Concurrent Financing tranches in excess of the maximum offering,
the timing and receipt of all applicable regulatory, corporate, shareholder and third party approvals and the satisfaction of other conditions to closing the QT, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
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