HAW Capital Corp. Announces Potential Qualifying Transaction and Termination of Transaction
CALGARY, Alberta, Feb. 04, 2019 (GLOBE NEWSWIRE) — HAW Capital Corp. (the “Corporation” or “HAW”) (TSXV-HAW.P), is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with a private technology company. Pursuant to the LOI, the Corporation, subject to entering into a definitive agreement (the “Transaction Agreement”) and the satisfaction of other customary conditions for a transaction of this type, has agreed to combine with the private company by way of merger, combination, reverse takeover, amalgamation, plan of arrangement, share exchange, share purchase or other form of business combination (the “Transaction”). If completed, the Transaction is expected to constitute the Corporation’s “Qualifying Transaction” for the purposes of the applicable policies of the TSX Venture Exchange Inc. (“TSXV”).
Trading in the Corporation’s common shares has been halted by the TSXV at the Corporation’s request and the halt is expected to continue pending the negotiation of the Transaction Agreement and the TSXV’s review and acceptance of materials for the Transaction.
This is an initial press release. The Corporation plans to issue a further press release once it has entered into the Transaction Agreement to provide the information prescribed by applicable policies of the TSXV including, among other things, selected financial information respecting the private company and the Transaction.
The Corporation also announces that the amalgamation agreement, previously announced on October 22, 2018, has been terminated and the proposed business combination will not proceed.
For further information, please contact:
HAW Capital Corp.
David Hyman, CFO
Certain information set forth in this news release contains forward-looking statements or information (“forward-looking statements”), including details about the Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility and the risks that the parties will not proceed with the Transaction. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been 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 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. Accordingly, 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. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not 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, 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.