Discovery One Investment Corporation Qualifying Transaction Update
Tickers: XTSX:DOIT.P
Tags: #Mining
VANCOUVER, B.C. – TheNewswire – January 3, 2020 – Discovery One Investment Corporation (the “Corporation” or “DOIT”) (TSXV:DOIT.P) Further to the Corporation’s press release dated October 4, 2019, the Corporation wishes to provide an update regarding its proposed acquisition of Current Power & Gas Inc. (“CPG“).
DOIT, CPG and 1231986 B.C. Ltd. (“Newco“) (a wholly-owned subsidiary of DOIT) have entered into a definitive Amalgamation Agreement dated December 27, 2019. Under the terms of the Amalgamation Agreement, on the effective date of the Amalgamation, CPG will amalgamate (the “Amalgamation“) with Newco, and shareholders of CPG will have their shares exchanged for 72,645,000 million common shares of CPG. Upon completion of the Amalgamation, DOIT will have approximately 106,042,683 common shares outstanding consisting of the 20,064,350 currently outstanding DOIT shares, the 72,645,000 DOIT shares to be issued to the CPG shareholders, and the 13,333,333 DOIT shares to be issued pursuant to the Financing (described below).
DOIT also wishes to announce that it intends to complete a financing (the “Financing“) of up to 13,333,333 units (“Units“) at a price of $0.15 per Unit, to raise gross proceeds of up to $2,000,000. Each Unit will consist of one common shares and one share purchase warrant (“Warrant“) entitling the holder to purchase one additional common shares at a price of $0.25 per share for a period of 24 months from closing. If over a period of 10 consecutive trading days (a “Trading Target“) between the date that is four months following the closing date of the Financing and the expiry of the Warrant, the closing price of the common shares of DOIT, exceeds or is equal to $0.40 on each of those 10 consecutive trading days, DOIT may, at its sole option, within 30 days of such an occurrence, give written notice to the holders of the Warrants that the Warrants will expire at 4:30 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. The Financing will close concurrently with the completion of the Amalgamation. The proceeds of the Financing will be used for further development of CPG’s business and for working capital. DOIT may pay a finder’s fee consisting of cash and/or non-transferable share purchase warrants, subject to the approval of the TSX Venture Exchange (the “Exchange“). All securities issued in the Financing will be subject to a 4 month hold period. In the event the Amalgamation is not completed, subscription funds will be returned to the subscribers.
Subject to Exchange acceptance, the Corporation has also agreed to provide a bridge loan of up to $225,000 to CPG for working capital. It is expected that the loan will be secured, will bear interest at 15% per annum and will mature on the earlier of the closing of the Amalgamation, and termination of the transaction.
Completion of the Amalgamation is subject to a number of conditions, including the following:
– approval of the Amalgamation by shareholders of CPG and Newco;
– completion of the Financing;
Closing of the Amalgamation and Financing are expected to take place on or before March 30, 2020. Trading in DOIT’s shares will remain halted until completion of the Amalgamation.
Complete details regarding the CPG, the Amalgamation and the Financing will be contained in a Filing Statement which will be filed on SEDAR prior to closing.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction 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 transaction 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 proposed transaction and has neither approved nor disapproved the contents of this press release.
The securities being offered under the Financing have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
For further information, please contact:
Discovery One Investment Corporation
Len Brownlie, Ph.D – President, Chief Executive Officer, and Director
Phone: (604) 649-5724
Email: [email protected]
David G. Coburn – Executive Chairman
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Forward-Looking Information Cautionary Statement
This news release contains forward-looking statements relating to the timing and completion of the transaction, the future operations of the Corporation and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the transaction and the future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation’s expectations include the failure to satisfy the conditions to completion of the transaction set forth above and other risks detailed from time to time in the filings made by the Corporation with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. As a result, the Corporation cannot guarantee that the transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Corporation will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
In the case of CPG, this news release includes certain “forward-looking statements” which are particular to CPG and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe CPG’s future plans, objectives or goals, including words to the effect that CPG or its management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to CPG, CPG provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, CPG’s objectives, goals or future plans, statements, its projected revenues and earnings, and anticipated future growth in new markets and new states. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the ability of the CPG to successfully implement its scientific research and product development strategy and whether these will yield the expected benefits; competitive factors in CPG’s industry sector; the success or failure of product development programs; currently existing applicable laws and regulations or future applicable laws and regulations that may affect CPG’ s business; decisions of regulatory authorities and the timing thereof; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the economic circumstances surrounding CPG’s business, including general economic conditions in Canada, the US and worldwide; changes in exchange rates; changes in the equity market; inflation; uncertainties relating to the availability and costs of financing needed in the future; and those other risks to be disclosed in the filing statement or other disclosure document to be prepared in connection with the transaction. Although CPG believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. CPG disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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