/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, Dec. 26, 2017 /CNW/ - Tilting Capital Corp.
(NEX: TLL.H) (the "Company") is pleased to announces its
intention to undertake a non-brokered private placement of up to
$500,000 (the "Offering") in
units comprised of one common share and one common share purchase
warrant (the "Units"). Each Unit will be priced at
$0.015 per Unit. Each common share
purchase warrant will entitle the holder to purchase one additional
common share at a price of $0.03 per
share for a period of 24 months from the date of issue.
Closing of the Offering is subject to a number of conditions,
including receipt of all necessary corporate and regulatory
approvals, including the NEX board of the TSX Venture Exchange (the
"Exchange"). All securities issued in connection with the
Offering will be subject to a statutory hold period of four months
plus a day from the date of issuance in accordance with applicable
securities legislation. The Company may pay Finder's Fees in
connection with the Offering. The proceeds from the Offering
will be used for general working capital.
Upon closing of the Offering, the Company intends to complete a
consolidation of its issued and outstanding common shares of up to
a maximum of ten (10) old shares for every one (1) new share (the
"Consolidation"). The Company will provide an undertaking to
the Exchange to complete the Consolidation no later than 6 months
from the completion of the Offering.
The TSXV has in no way passed upon the merits of the
Proposed Transaction and has neither approved or disapproved of the
contents of this press release.
Neither the NEX Board, the TSXV nor its Regulation
Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
press release.
Forward-Looking Statements
Certain information set forth in this news release contains
forward-looking statements or information ("forward-looking
statements"), including details about the Proposed Transaction and
the definitive agreement in respect of the Proposed Transaction. By
their nature, forward-looking statements are subject to numerous
risks and uncertainties, some of which are beyond the Company's
control, including the impact of general economic conditions,
industry conditions, volatility of commodity prices, currency
fluctuations, environmental risks, operational risks, competition
from other industry participants, stock market volatility, the
risks that the parties will not proceed with the Proposed
Transaction, that the ultimate terms of the Proposed Transaction
will differ from those that currently are contemplated, and the
ability to access sufficient capital from internal and external
sources. Although the Company believes that the expectations in its
forward-looking statements are reasonable, its forward-looking
statements have been based on factors and assumptions concerning
future events which may prove to be inaccurate. Those factors and
assumptions are based upon currently available information. Such
statements are subject to known and unknown risks, uncertainties
and other factors that could influence actual results or events and
cause actual results or events to differ materially from those
stated, anticipated or implied in the forward-looking statements.
Accordingly, readers are cautioned not to place undue reliance on
the forward-looking statements, as no assurance can be provided as
to future results, levels of activity or achievements. Risks,
uncertainties, material assumptions and other factors that could
affect actual results are discussed in our public disclosure
documents available at www.sedar.com. Furthermore, the
forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable
law, the Company does not undertake any obligation to publicly
update or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this document are
expressly qualified by this cautionary statement.
SOURCE Tilting Capital Corp.