AlkaLi3 Resources Inc. Provides Update on Proposed Reverse Take-Over With Loop Insights Inc.
CALGARY, Alberta, Feb. 01, 2019 (GLOBE NEWSWIRE) — AlkaLi3“) (NEX: ALK.H) provides an update on the proposed transaction with Loop Insights Inc. (“Loop“), a private British Columbia corporation, whereby AlkaLi3 will acquire all of the issued and outstanding securities of Loop by way of a share exchange, amalgamation or such other form of business combination as the parties may determine (the “Transaction“). AlkaLi3 and Loop entered into a non-binding letter of intent (the “LOI“) regarding the Transaction that was announced in a press release dated April 25, 2018, pursuant to which exclusivity between the parties was extended from June 30, 2018 to July 31, 2018, as announced in a press release dated July 3, 2018.
Both AlkaLi3 and Loop remain committed to consummating the Transaction and both parties are currently in the process of negotiating the definitive agreement, each of the parties completing due diligence including Loop addressing certain outstanding business matters, and preparing the documentation required in connection with the proposed Transaction, including the joint management information circular and financial statements of Loop which will be included therein. The parties anticipate entering into the definitive agreement shortly. The proposed Transaction remains subject to a number of conditions including, but not limited to, receiving approval of the shareholders of each of AlkaLi3 and Loop and approval from the TSX Venture Exchange. The Transaction cannot be completed until the required shareholder, regulatory and other approvals are obtained.
Further information regarding the Transaction will be provided in a joint management information circular of AlkaLi3 and Loop, which is expected to be mailed to the shareholders of each of AlkaLi3 and Loop in the first quarter of 2019 in connection with an annual and special meeting of AlkaLi3 shareholders and an annual and special meeting of Loop shareholders, each to be held to consider and approve the Transaction, among other things.
Further information about Loop, including financial information, details on its assets and operations and further details concerning the directors and officers of the Resulting Issuer will be included in a further news release.
Forward-Looking Statements and Disclaimers
This news release contains certain statements which constitute forward-looking statements or information (“forward-looking statements“), including statements regarding Loop’s business; the Transaction including the timing of entering into a definitive agreement in respect of the Transaction and the timing of mailing documentation in respect of, and the items of business for, the meetings of the shareholders of each of AlkaLi3 and Loop. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond AlkaLi3’s and Loop’s control, including the ability of AlkaLi3 and Loop to satisfy the conditions to completion of the Transaction including receipt of all regulatory approvals (including the TSX Venture Exchange) and shareholder approvals, the impact of general economic conditions, industry conditions, competition from other industry participants, stock market volatility and the ability to access sufficient capital from internal and external sources. Although AlkaLi3 and Loop believe that the expectations in the forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, neither AlkaLi3 nor Loop undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable, disinterested 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 joint management information circular of AlkaLi3 and Loop 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 AlkaLi3 should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Neither the 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.
CONTACT: For further information contact: Paul Baay Chairman of the Board of AlkaLi3 (403) 619-8407 Rob Anson Chief Executive Officer of Loop (604) 600-7950