/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, Dec. 6, 2017 /CNW/ - Tilting Capital Corp. (NEX:
TLL.H) (the "Company") is pleased to announce that it has
entered into a letter of intent dated December 4, 2017 (the "Letter of Intent")
with Salida Energy Inc. ("Salida") to effect a business
combination of the two companies (the "Proposed
Transaction"). Salida is a Calgary based private oil and gas company
which was created with the sole intention of acquiring a blend of
exploration and proved producing assets. The Proposed Transaction
will be an arm's length transaction.
Pursuant to the terms of the Letter of Intent, and subject to
completion of certain conditions precedent, including satisfactory
due diligence, execution of a definitive agreement, completion of a
brokered financing by Salida to adequately recapitalize the
combined company, and receipt of all necessary director,
shareholder, regulatory and TSX Venture Exchange (the
"TSXV") approvals, the Proposed Transaction will constitute
a reverse takeover of the Company by Salida and its shareholders
and a change of business for the Company.
A comprehensive press release with further particulars relating
to Salida, the Proposed Transaction, including the consideration to
be exchanged and the proposed management team and board of
directors, and the terms of the financing, will be released at a
later date as the Company and Salida negotiate and work towards a
definitive agreement relating to the Proposed Transaction and in
accordance with the policies of the TSXV. The anticipated
closing date for the Proposed Transaction is on or before
March 16, 2018; however, there can be
no assurance that a definitive agreement in respect of the Proposed
Transaction or the Proposed Transaction will be completed as
proposed, or at all.
The Company intends to apply for an exemption from the
sponsorship requirements pursuant to the policies of the TSXV. If
the exemption is not granted by the Exchange, then the Company
would be required to engage a sponsor in connection with the
Proposed Transaction or will seek a waiver from the sponsorship
requirement
The common shares of the Company are currently halted from
trading pending completion of the Proposed Transaction.
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.