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Vancouver, BC, TheNewswire, December 22, 2022- A-Labs Capital II Corp. (“ALAB” or the “Company“) (TSXV:ALAB.P), a capital pool company under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (“Exchange“), is pleased to provide the following update regarding its previously announced qualifying transaction.
Pursuant to a securities exchange agreement dated March 31, 2022 (as amended, the “Securities Exchange Agreement“) between, among others, the ALAB, Orcanos Ltd. (“Orcanos“) and the securityholders of Orcanos, ALAB has agreed to acquire all of the issued and outstanding securities of Orcanos (the “Transaction“). The parties to the Securities Exchange Agreement have entered into an amending agreement, effective December 22, 2022, to lower the minimum offering amount condition under the Concurrent Financings (as defined below) from CA$5,120,000 to CA$3,350,000 and to extend the deadline for the completion of the Transaction from December 29, 2022 to January 31, 2023.
In connection with the reduction to the minimum offering under the Concurrent Financings, ALAB intends to file an amended and restated Filing Statement (the “Amended Filing Statement“) with respect to the Transaction to replace the previously filed Filing Statement dated March 31, 2022. The Amended Filing Statement will also contain, among other things, financial statements and related information for the most recent interim and annual periods for ALAB and Orcanos. The Amended Filing Statement will be available on ALAB’s SEDAR profile at www.sedar.com prior to closing of the Transaction.
The Transaction is conditional on Orcanos and/or 1351980 B.C. Ltd. (“Finco“) (a special purpose finance entity established by Orcanos for the purpose of conducting a financing in Canada), completing one or more private placement(s) (collectively, the “Concurrent Financings“) on economically equivalent terms, for gross proceeds of a minimum aggregate of CA$3,350,000 (“Minimum Offering“) and a maximum aggregate of CA$8,050,000, all upon the terms and conditions as may be approved by Orcanos and ALAB in writing. Further details regarding the Concurrent Financings will be included in a subsequent press release and/or the Amended Filing Statement.
Other than the reduction to the minimum offering under the Concurrent Financings noted above, the material terms and conditions of the Transaction and the Securities Exchange Agreement remain substantially the same as previously disclosed in the press release of ALAB dated March 31, 2022 and in the Filing Statement of ALAB dated March 31, 2022.
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For further information regarding ALAB, please contact:
Doron Cohen, CEO
972 545-224-017
For further information regarding Orcanos, please contact:
Zohar Peretz, CEO
972-525-582-578
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there by any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV 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 TSXV 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 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.
Caution Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to: the closing of the Transaction, Concurrent Financings and related transactions, the expected terms and structure of the Concurrent Financings, the expectation that the Company will close the Concurrent Financings in conjunction, or at all, and the expectations regarding the filing of the Amended Filing Statement and updates to be contained therein. Because of these risks and uncertainties and as a result of a variety of factors and assumptions, including with respect to the closing of the Transaction and related transactions, the timing and receipt of all applicable regulatory, corporate, shareholder and third party approvals, the anticipated benefits from the Transaction and the satisfaction of other conditions to closing the Transaction, and the risks set out in the Filing Statement dated March 31, 2022 and to be set out in the Amended Filing Statement that is or will be available on ALAB’s SEDAR profile at www.sedar.com, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
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