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(TSXV-NEX: SVN.H)
TORONTO, Aug. 17, 2015 /CNW/ - 71 Capital Corp. (the
"Corporation") (TSXV-NEX: SVN.H) is pleased to announce that
today it filed its filing statement on SEDAR (www.sedar.com) in
respect of the previously announced qualifying transaction (see
press release dated May 19, 2015 and
August 14, 2015) whereby the
Corporation will acquire all of the issued and outstanding
securities (the "Prodigy Shares") of TCB Corporation doing
business as Prodigy Ventures ("Prodigy Ventures") in
exchange for the issuance of common shares and restricted voting
shares (as described below) to the shareholders of Prodigy
Ventures. The acquisition of the Prodigy Shares will constitute the
qualifying transaction of the Corporation (the "Qualifying
Transaction") as such term is defined in the policies of the
TSX Venture Exchange (the "Exchange"). Closing of the
Qualifying Transaction is expected to take place in early
September 2015.
In connection with the Qualifying Transaction an offering of
subscription receipts ("Subscription Receipts") pursuant to
which it raised $85,773 through the
issuance of 1,183,081 Subscription Receipts at a price of
$0.0725 per Subscription
Receipt. Each Subscription Receipt will be exchanged, without
the payment of any additional consideration, for one common share
of Prodigy Ventures upon the satisfaction or waiver of all the
conditions necessary to complete the Qualifying Transaction.
Such common shares of Prodigy Ventures will be exchanged on a one a
one for one basis into freely tradeable common shares of the
Corporation in connection with the completion of the Qualifying
Transaction. The proceeds from the Private Placement will be
used for general working capital purposes.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Cautionary Statements
This news release contains "forward-looking statements"
within the meaning of applicable securities laws relating to the
proposal to complete the Qualifying Transaction and associated
transactions, including statements regarding the terms and
conditions of the Qualifying Transaction and associated
transactions. Readers are cautioned not to place undue
reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risks that the
parties will not proceed with the Qualifying Transaction and
associated transactions, that the ultimate terms of the Qualifying
Transaction and associated transactions will differ from those that
currently are contemplated, and that the Qualifying Transaction and
associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). The statements in this
news release are made as of the date of this release. The
Corporation undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of the
Corporation, Prodigy Ventures, or their respective financial or
operating results or (as applicable), their securities.
Neither 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.
SOURCE 71 Capital Corp.