TORONTO, ONTARIO–(Marketwired – May 10, 2017) –
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
Revelstoke Equity Inc. (“REQ” or the “Company“) (TSX VENTURE:REQ.P), a capital pool company, wishes to announce that, further to its press release dated January 5, 2017, on May 8, 2017, Jet Power & Controls Ltd. (“Jet Power“) completed a brokered private placement of units of Jet Power (the “Units“) for gross proceeds of $1,501,000 (the “Offering“).
Brokered Equity Financing
The Offering was conducted with Mackie Research Capital Corporation (“MRCC“) and Hampton Securities Limited (“Hampton” and together with MRCC, the “Agents“) pursuant to which the Agents acted as co-agents and co-bookrunners. 5,003,334 Units were sold at a purchase price of $0.30 per Unit, with each Unit consisting of one common share of Jet Power (the “Offered Shares“) and 1/2 of one common share purchase warrant of Jet Power (the “Warrants“) for a total issuance of 5,003,334 Offered Shares and 2,501,667 Warrants. Each whole Warrant entitles the holder thereof to purchase one additional common share of Jet Power at an exercise price of $0.50 per share for a period of 24 months from the date of issuance. Upon completion of the Proposed Transaction (defined below), the Warrants shall be subject to an accelerated expiration at the option of the Resulting Issuer (defined below) should the Offered Shares trade at or above $0.75 per share for a period of 20 non-consecutive trading days. Upon the triggering of such accelerated expiration, the Warrants shall expire on the 20th business day following the date notice of the accelerated expiration is sent to shareholders. Currently there is no public market for the Offered Shares.
Jet Power paid a $30,630 cash commission and issued 263,328 nontransferable compensation options (the “Compensation Options“) to the Agents. Each Compensation Option is exercisable for one Unit of Jet Power at an exercise price of $0.30 per Unit, with such Units having the same terms and conditions as the Units sold in the Offering.
Update on the Proposed Transaction
REQ and Jet Power entered into a binding letter of intent (the “LOI“) dated January 3, 2017 with Jet which outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction“) that will result in REQ acquiring all of the issued and outstanding equity shares of Jet Power in exchange for common shares of REQ. The Proposed Transaction will constitute the Company’s qualifying transaction (the “Qualifying Transaction“) pursuant to Policy 2.4 – Capital Pool Companies (the “Policy“) of the Exchange. Upon completion of the Proposed Transaction, REQ will continue on with the business of Jet Power (the Company after completion of the Proposed Transaction is referred to herein as the “Resulting Issuer“).
REQ and Jet Power are continuing to work together to execute a definitive agreement (the “Definitive Agreement“) to supersede the LOI and which will include representations, warranties, conditions and covenants typical for a transaction of this nature. The Proposed Transaction is subject to, among other things, receipt of the requisite shareholder approval of Jet Power and REQ, final approval of the TSX Venture Exchange (the “Exchange“) and standard closing conditions, including the conditions described below.
None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the U.S. Securities Act, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
About Jet Power
Jet Power is a provider of electrical power distribution control products and services to heavy power users such as pipelines, refiners, manufacturers, municipalities, and infrastructure providers across North America. Jet Power designs, manufactures, assembles, integrates, and tests a complete range of power control systems and accessories and also offers services ranging from basic panel wiring to complete manufacturing of medium voltage electrical sub stations. The Jet Power Shares are not publicly listed on any securities exchange.
All information contained in this news release with respect to REQ and Jet Power was supplied by the parties, respectively, for inclusion herein, and REQ and its directors and officers have relied on Jet Power for any information concerning such party.
Completion of the Qualifying 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 Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company 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 Proposed Transaction and the future plans and objectives of the Company, 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 Company’s expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company 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 Company. As a result, the Company cannot guarantee that the Proposed 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 Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
Craig Leon
President and Director
(416) 368-2773
[email protected]
For further information about Jet Power please contact:
Ian D. Hogg
Chief Executive Officer
(780) 485-1438 ext. 224
[email protected]
