Disclosure NewswireTMiCrowdNewswire - Dec 7, 2017
CALGARY, – 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.
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.