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UNITED STATES./
TORONTO, Jan. 23, 2018
/CNW/ - 22 Capital Corp. (TSXV: LFC.P) ("22 Capital")
announces that it has terminated its proposed transaction with
nDivision Inc. which would have resulted in a reverse take-over of
22 Capital (the "Transaction"). 22 Capital will continue to seek a
qualifying transaction in accordance with the policies of the TSX
Venture Exchange (the "TSXV") and will provide further updates in
due course.
In connection with the Transaction, 22 Capital previously
completed a non‐brokered private placement of 2,666,667
subscription receipts (the "Subscription Receipts") at a price of
$0.1875 per Subscription Receipt for
aggregate gross proceeds of $500,000
(the "Offering"). The gross proceeds from the Offering (the
"Escrowed Funds") were deposited into escrow pending satisfaction
of certain conditions relating to the completion of the
Transaction, and will now be returned to the holders of the
Subscription Receipts on a pro rata basis, and all Subscription
Receipts will be automatically terminated without any further
action on the part of such holders.
No deposit or cash advance was made by 22 Capital to nDivision
in connection with the Transaction.
NEITHER 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
RELEASE.
CAUTIONARY NOTE REGARDING FORWARD‐LOOKING
INFORMATION:
This news release contains "forward‐looking information" and
"forward‐looking statements" (collectively, "forward‐looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward‐looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward‐looking
statements. In this news release, forward‐looking statements
relate, among other things, to any proposed future qualifying
transaction of 22 Capital. 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 the delay or
failure to receive board, shareholder or regulatory approvals.
There can be no assurance 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 the forward‐looking
statements and information contained in this news release. Except
as required by law, 22 Capital assumes no obligation to update the
forward‐looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by law.
SOURCE 22 Capital Corp.
