Toronto, Ontario–(Newsfile Corp. – April 6, 2021) – Cuspis Capital Ltd. (TSXV: CUSP.P) (the “Company” or “Cuspis”), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange“) Policy 2.4 – Capital Pool Companies (“Policy 2.4“), is pleased to provide an update to its press releases of August 19, 2020, August 31, 2020, November 1, 2020, November 4, 2020, December 22, 2020, and February 5, 2021 regarding its transaction with Graphene Manufacturing Group Pty Ltd. (“GMG“), a private company incorporated under the laws of Australia, the intended target of Cuspis’ Qualifying Transaction, as such term is defined in Policy 2.4 (the “Transaction“).
Filing of Final Prospectus
Cuspis is pleased to announce that GMG has filed and obtained today a receipt for a final non-offering prospectus with the securities regulatory authorities in the provinces of Alberta, British Columbia, Saskatchewan, and Ontario.
A copy of the final prospectus can be found on GMG’s SEDAR profile at www.sedar.com. Completion of the Transaction is anticipated to occur the week commencing April 5, 2021, with listing of the GMG Shares (as defined herein) on the TSXV to follow shortly thereafter.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Subscription Receipt Financing of Graphene Manufacturing Group Pty Ltd.
In connection with the Transaction, GMG completed a non-brokered private placement financing of 3,077,000 subscription receipts (each, a “Subscription Receipt“) at a price of $0.65 per Subscription Receipt for gross proceeds of $2,000,050 (the “Offering“).
As previously disclosed, GMG will effect a share split (the “Split“) on the basis of twenty two (22) post-Split ordinary shares in the capital of GMG for every one (1) pre-Split ordinary share held, in connection with the Transaction. The Subscription Receipts will automatically convert into units of GMG (the “Units“) immediately prior to the listing of GMG’s post-Split ordinary shares (the “GMG Shares“) on the Exchange in connection with the Transaction. Each Unit will consist of one (1) GMG Share and one-half (1/2) of one ordinary share purchase warrant in the capital of GMG (each, a “GMG Warrant“), with each whole GMG Warrant exercisable into one (1) GMG Share at a price of C$1.00 for a period of eighteen (18) months from the Release Date (as defined in the Subscription Receipts certificates), which Release Date, for greater certainty, shall be no later than December 31, 2021.
All proceeds of the Offering are to be held by the Subscription Receipt agent in trust and will be released to GMG concurrently upon the conversion of the Subscription Receipts into Units (the “Subscription Receipt Conversion“). In the event that the Transaction is completed, GMG intends to use the proceeds of the Offering for general working capital purposes. In the event that the Transaction is not completed and the GMG Shares are not listed on the Exchange, the proceeds of the Offering will be returned to the subscribers.
The Subscription Receipts and all underlying securities to be issued pursuant to the Offering will be subject to a four-month hold period under applicable Canadian securities laws. Completion of the Transaction and the listing of the GMG shares on the Exchange remains subject to a number of conditions, including but not limited to, the filing of disclosure documents and regulatory approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in disclosure documents 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.
Under the Offering, GMG will pay finder’s fees to in the aggregate amount of $109,755.59 in cash, representing 6% of the proceeds from investors introduced by the applicable finder, and an aggregate of 161,430 share purchase warrants in the capital of GMG (the “Finder Warrants“), representing 6% of the Subscription Receipts subscribed for by investors introduced by the applicable finder (collectively, the “Finder’s Fees“). Each Finder Warrant will be exercisable for one GMG Share at an exercise price of C$0.65 for a period of 18 months from the Release Date. The Finder’s Fees will be paid at the time of the Subscription Receipt Conversion.
The TSXV has in no way passed upon the merits of the Transaction, and has neither approved nor disapproved the contents of this press release.
For further information:
Cuspis Capital Ltd.
Tel. (416) 214-4810
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: completion of the Transaction and the listing of the GMG Shares, and the Company’s ability to use the proceeds from the Offering as anticipated. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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