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Proposed acquisition anticipated to develop Captiva’s well being and wellness platform
Coquitlam, British Columbia – Newsfile Corp. – July 18, 2023 – Captiva Verde Wellness Corp. (CSE: PWR) (OTC Pink: CPIVF) (the “Firm” or “Captiva“) is happy to announce that it has signed a binding letter of intent (the “Letter of Intent“) dated efficient July 18, 2023, with respect to the proposed acquisition of knowledgeable sports activities franchise.
Abstract of the Transaction
The Transaction, which is an arm’s size transaction, is anticipated to shut within the coming a number of weeks and the small print of the crew and vendor can be launched. As consideration(the “Consideration“) for the 100% of fairness curiosity of, in addition to assignments of the distributors’ shareholder loans, Captiva will: (i) challenge 60,000,000 widespread shares of Captiva (the “Consideration Shares“); and (ii) pay US$1,500,000 money, all on the closing of the Transaction (the “Closing“). The Consideration Shares can be issued at a deemed worth to be decided at Closing, topic to compliance with the insurance policies of the Canadian Securities Alternate (the “CSE“). Following completion of the Transaction, it’s anticipated that the present shareholders of the seller will maintain roughly 17% of Captiva’s widespread shares on a non-dilutive foundation. The Consideration is topic to a post-closing working capital adjustment provision. Below this provision, the events will modify the acquisition worth to offset any improve or lower of the web working capital as of the time limit.
Jeff Ciachurski, CEO of Captiva states: “We’re deeply honoured and dedicated to enter into an settlement to amass knowledgeable sports activities crew as an addition to our infrastructure well being and wellness platform. The issue has lengthy been most of the people has at all times had problem investing into quick rising new sport franchises, but the success of a public firm proudly owning a sports activities franchise is nicely documented all having enterprise worth build-ups via the democratization of investing right into a sports activities franchise public firm. This provides a number of years of extra development for the Captiva Wellness shareholders.”
In regards to the Transaction
Captiva doesn’t count on the Transaction to represent a “Elementary Change” or “Change of Enterprise” beneath the insurance policies of the CSE.
The Letter of Intent units out sure phrases and situations pursuant to which the Transaction can be accomplished. The Transaction stays topic to sure closing situations together with, with out limitation, (a) the completion of customary due diligence; (b) the negotiation and execution of a definitive settlement; (c) the closing of Non-public Placement (as hereinafter outlined); and (d) the receipt of all required regulatory and third-party approvals. There will be no ensures that the Transaction can be accomplished as contemplated or in any respect.
All Consideration Shares issued within the Transaction can be issued beneath prospectus exemptions pursuant to Nationwide Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Directors (“NI 45-106“). Captiva expects to challenge the Consideration Shares beneath part 2.11 of NI 45-106 and supplied that sure statutory situations are happy, such shares aren’t anticipated to be topic to any resale restrictions beneath relevant Canadian securities legal guidelines.
In reference to the closing of the Transaction, Captiva expects to nominate a nominee of the seller to its board of administrators and to undertake an fairness compensation plan with a restricted share unit part.
There isn’t a finder’s payment payable in reference to the Transaction.
Replace on Non-public Placement
Additional to the Firm’s information releases dated April 28, 2023 (the “Non-public Placement Information Releases“), the Firm expects to shut its personal placement (the “Non-public Placement“) within the close to time period. As disclosed within the Non-public Placement Information Releases, the web proceeds of the personal placement are anticipated for use for common working capital functions and as a reserve for attainable future acquisitions, together with the Transaction.
The Non-public Placement is a unit providing (collectively, the “Items” and individually a “Unit“). Every Unit is priced at $0.032 per Unit. Every Unit will consist of 1 widespread share of the Firm and one widespread share buy warrant (every, a “Warrant“), with every Warrant entitling the holder thereof to amass one widespread share (a “Warrant Share“) at a worth of $0.05 for a interval of 5 years following the closing of the Non-public Placement.
The Firm will improve the dimensions of the Non-public Placement from 80,000,000 models to 90,000,000 models for gross proceeds of $2,880,000.
On Behalf of the Board of Administrators
“Jeff Ciachurski”
Jeffrey Ciachurski
Chief Govt Officer and Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca
Neither Canadian Securities Alternate nor its regulation companies supplier accepts accountability for the adequacy or accuracy of this launch.
Cautionary Notice Relating to Ahead-Wanting Data
This information launch consists of “forward-looking statements” and “forward-looking data” inside the which means of Canadian securities legal guidelines and United States securities legal guidelines (collectively, “forward-looking statements”). All statements included on this information launch, aside from statements of historic reality, are forward-looking statements together with, with out limitation, statements with respect to the enlargement of Captiva’s well being and wellness platform, the proportion of shares the present shareholders of the seller will maintain post-closing of the Transaction on a non-dilutive foundation, the categorization of the Transaction for the needs of CSE insurance policies, the expansion within the measurement of the worldwide sports activities market, the resale restrictions on the Consideration Shares, the appointment to Captiva’s board of administrators, the adoption of an fairness compensation plan with a restricted inventory unit part, and the time limit of the Non-public Placement.
Ahead-looking statements embrace predictions, projections and forecasts and are sometimes, however not at all times, recognized by means of phrases comparable to “anticipate”, “consider”, “plan”, “estimate”, “count on”, “potential”, “goal”, “price range”, “suggest” and “intend” and statements that an occasion or end result “could”, “will”, “ought to”, “might” or “may” happen or be achieved and different comparable expressions and consists of the negatives thereof.
Ahead-looking statements are primarily based on a lot of assumptions and estimates that, whereas thought-about cheap by administration primarily based on the enterprise and markets through which the Firm operates, are inherently topic to important operational, financial, and aggressive uncertainties, dangers and contingencies. These embrace assumptions relating to, amongst different issues: common enterprise and financial situations. There will be no assurance that forward-looking statements will show to be correct and precise outcomes, and future occasions might differ materially from these anticipated in such statements. Vital components that would trigger precise outcomes to vary materially from the Firm’s expectations embrace these described beneath the heading “Dangers and Uncertainties” within the Firm’s most not too long ago filed MD&A (a replica of which is obtainable beneath the Firm’s SEDAR profile at www.sedar.com). The Firm doesn’t undertake to replace or revise any forward-looking statements, besides in accordance with relevant legislation.
The issuer is solely accountable for the content material of this announcement.
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