Vancouver, BC / TheNewswire / December 7, 2017 – Exalt Capital Corp. ("Exalt"), a capital pool company pursuant to Policy 2.4 (the "Policy") of the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a letter of intent (the "LOI") dated December 6, 2017 with Sachiel Connect Inc. ("Sachiel Connect"). The LOI contemplates that Exalt will complete a business combination with Sachiel Connect (the "Transaction") whereby Exalt will acquire all of the issued and outstanding securities of Sachiel Connect from its 23 shareholders. The proposed Transaction is intended to constitute the "qualifying transaction" (as such term is defined in the Policy) of Exalt. On closing (the "Closing") of the Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 "Industrial" issuer on the TSXV.
Pursuant to the LOI, the Transaction will be effected by Exalt issuing 29,100,000 common shares to the shareholders of Sachiel Connect, at a deemed price of $ 0.22 per share for an aggregate purchase price of $ 6,402,000, in consideration for Exalt’s acquisition of all of the issued and outstanding securities of Sachiel Connect, which will result in Sachiel Connect becoming a wholly-owned subsidiary of the Resulting Issuer.
Exalt intends to complete a non-brokered private placement (the "Concurrent Offering") which will close concurrently with the Closing of the Transaction, pursuant to which Exalt intends to issue an aggregate of approximately 11,363,636 common shares at a price of $ 0.22 per share to arm’s length subscribers for gross proceeds of $ 2,500,000. The proceeds of the Concurrent Offering will be used for working capital and general corporate purposes of the Resulting Issuer.
Upon Closing of the Transaction and subject to acceptance of the Exchange, a finder’s fee is payable to 1143833 B.C. Ltd., a private company incorporated in British Columbia and at arm’s length to Exalt and Sachiel Connect. The finder’s fee will be paid by the issuance of 2,000,000 common shares (the "Finder’s Shares") of the Resulting Issuer at the deemed price of $ 0.22 per share for an aggregate value of $ 440,000.
The proposed Transaction is not a "Non-Arm’s Length Qualifying Transaction" as such term is defined in the Policy and will therefore not be subject to shareholder approval. Exalt will prepare a filing statement for submission to the TSXV in accordance with TSXV policies.
Exalt currently has 5,500,000 common shares issued and outstanding, as well as 400,000 incentive stock options and 350,000 agent’s options to acquire the same number of common shares at $ 0.10 per share.
Following the Closing of the Transaction, the completion of the Concurrent Offering and the issuance of the Finder’s Shares, 47,963,636 common shares of the Resulting Issuer will be issued and outstanding on a non-diluted basis. Shareholders of Exalt immediately prior to the Closing of the Transaction will hold common shares representing approximately 11.5% of the capital of the Resulting Issuer following the Closing of the Transaction on a non-diluted basis. Bei Nie, of Richmond, BC, is the only vendor who will hold 10% or more of the issued and outstanding common shares of the Resulting Issuer upon the Closing of the Transaction. She currently holds approximately 82% of Sachiel Connect, and no other shareholder of Sachiel Connect holds more than approximately 1.5% of its issued and outstanding shares.
The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (which agreement shall include representations, warranties, conditions and covenants typical for a transaction of this nature); the completion of the Concurrent Offering; the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the TSXV, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction; the absence of any material adverse condition with respect to the financial and operational condition or the assets of each of the parties; and the delivery of customary closing documentation including, without limitation, legal opinions, officers’ certificates and certificates of good standing or compliance.
The completion of the Transaction is expected to occur on the fifth business day following the satisfaction or waiver of the conditions precedent. The parties have agreed to use best efforts to close the Transaction as soon as possible. Each of Exalt and Sachiel Connect will be responsible for the payment of their own professional fees. Exalt has agreed to bear the sponsorship fee (if sponsorship is required by TSXV), listing fee and any other expenses in connection with the foreign due diligence searches required by the TSXV.
Trading in the common shares of Exalt is halted and will remain halted pending the satisfaction of all applicable requirements of the TSXV. There can be no assurance that trading in the common shares of Exalt will resume prior to the completion of the Transaction.
Information concerning Sachiel Connect
Sachiel Connect is a private company incorporated on July 28, 2016 under the laws of British Columbia. Sachiel Connect’s head office is located at Suite 2368 – 666 Burrard St., Vancouver, British Columbia, V6C 2X8. Sachiel Connect owns 100% of Sachiel Water Inc. ("Sachiel Water"), a private company incorporated on May 10, 2017 under the laws of British Columbia.
Sachiel Connect is a Canadian based information services platform that provides Canadian foods and beverages producers with the information platform to export their products through a web portal. Sachiel Connect focuses on connecting Canadian small and medium-sized enterprises food and beverage producers with businesses in China, Africa and New Zealand. Sachiel Connect’s core service is providing suppliers with access to buyers across the globe. Sachiel Water supplies emerging markets with clean drinking water currently sourced from BC, Canada. It sells natural spring water from the mountains of Whistler and the BC Gulf Islands in different bottle sizes.
Based on Sachiel Connect’s draft management-prepared unaudited consolidated financial statements for the fiscal year ended September 30, 2017, Sachiel Connect had approximately C$ 760,000 in revenues and a net loss of C$ 300,000. As at September 30, 2017, Sachiel Connect’s total assets and liabilities were approximately C$ 870,000 and C$ 160,000, respectively.
Board of Directors and Management of the Resulting Issuer
Exalt and Sachiel Connect intend that upon Closing, the Resulting Issuer’s board of directors will possess a mix of appropriate skill sets and be compliant with all applicable regulatory and corporate governance requirements. The board of directors of Exalt currently consists of four (4) members. Upon Closing, the board of directors will be increased to five (5) members, which, subject to the acceptance of TSXV, shall include Bei Nie, Wei Kang, Iris Duan, Jack Austin and S. Randall Smallbone.
The names and backgrounds of the five director nominees and proposed senior officers of the Resulting Issuer are as follows:
S. Randall Smallbone: Proposed Chief Executive Officer, President and Director
Mr. Smallbone, CPA, CGA, is a Dealing Representative for Portland Investment Counsel Inc., a registered exempt market dealer and was Chief Financial Officer of Migao Corporation from July 2008 to November 2012. Mr. Smallbone is currently a director and audit committee chair of TSX-listed Hanwei Energy Services Corp. He is a director of the Burlington Economic Development Corporation and a director of National Youth Orchestra of Canada and a Board member of the Joseph Brant Hospital Foundation. He was Executive Vice-President, Finance and Chief Financial Officer of KIK Custom Products (KCP Income Fund) from October 2005 to May 2008. From June 2005 to March 2007, he was the trustee and chair of the audit committee and member of the corporate governance and compensation committee of Norcast Income Fund.
Mr. Smallbone is a financial executive with more than 30 years of operational experience in global manufacturing of consumer goods, contract manufacturing, automotive and aerospace parts. Mr. Smallbone has significant experience in financial management, capital markets, acquisitions, and investor relations. He is a resident of Ontario.
Ian Mallmann: Proposed Chief Financial Officer and Corporate Secretary
Mr. Mallmann is a director of Exalt. He has been a principal of Chagford Square Capital Inc. since October 2003. He is a senior executive with an extensive background in corporate finance, real estate investment, finance, acquisitions, development and asset management gained over a 20-year career. Mr. Mallmann is currently a director of Crownia Holdings Ltd. (listed on the TSX Venture Exchange) and Glorious Creation Limited. He has also served as a director of ASB Capital Inc. (listed on the NEX Board of the TSX Venture Exchange), Canada Renewable Bio-energy Corp. (listed on the Canadian Securities Exchange), IEMR Resources Inc. (listed on the TSX Venture Exchange), and Symax List (Holding) Co. Ltd. (listed on the TSX Venture Exchange). He also previously served as Chief Financial Officer and Director of CY Oriental Holdings Ltd. and as Chief Executive Officer, President and Trustee of Del Cano Properties Trust.
Mr. Mallmann holds a Masters of Business Administration (1988), Juris Doctor in Law (1985) and a Bachelor of Arts (1981), all from the University of British Columbia. He is a resident of British Columbia.
Bei Nie: Proposed Director
Bei Nie is the founder and Chief Executive Officer of Sachiel Connect and its subsidiary, Sachiel Water. Prior to creating Sachiel, she was the Chief Executive Officer of F-Pacific Optical Communication Ltd. based in Richmond, BC.
In 1995, Mrs. Nie founded Tianjing Guangdao Communications Ltd., and secured the primary distribution rights of Hakuto Co. Ltd.’s fibre optic equipment in China. She was the Chief Representative in China of Japan Pacific Technology Inc. in the early 1990s, tasked with the sales of fibre-optic connectors in the Chinese market. Mrs. Nie started her business career as a facilitator of technology transfers from Japan to China. She is a resident of British Columbia.
Wei Kang: Proposed Director
Wei Kang is a director of Exalt and its President and Chief Executive Officer. He is also the principal of Wei Kang & Company, a public practice accounting firm. Prior to forming Wei Kang & Company, Mr. Kang was VP Finance, from 2007 to 2013, at Centerpoint Resources Inc., a company focussed on the ownership of natural resource properties, mine exploration and development, and investment in other public and private natural resource companies.
Mr. Kang obtained his CGA designation in 2003 and is currently holds his CPA designation from the Chartered Professional Accountants of British Columbia. He is a resident of British Columbia.
Iris Duan: Proposed Director
(Iris) Hong Duan is a director of Exalt. She is also currently a Partner with MNP LLP, one of the largest full-service chartered accountancy and business advisory firms in Canada. Prior to joining MNP LLP, Ms. Duan was a Senior Manager with Ernst and Young for four years, before becoming Chief Financial Officer at Yalian Steel Corporation, a TSX Venture Exchange listed company, from 2008 to 2009. She joined Chang Lee LLP in 2009, which later merged with MNP LLP in 2011.
Ms. Duan obtained her CPA designation from the California Board of Accounting in 2002 and her CA/CPA designation from the Chartered Professional Accountants of British Columbia in 2008. She is a resident of British Columbia.
Jack Austin: Proposed Director
The Honourable Jack Austin has had three diverse and successful careers, in politics, as a practitioner and teacher of law and as a corporate executive and director. In 1975, he was appointed to the Senate, where he served for 32 years. Mr. Austin has played a key role in building Canada’s relationship with the Asia-Pacific region. In 1971, he was a member of the Trudeau government’s first official visit to China and as a member of cabinet, Mr. Austin developed legislation to establish the Asia Pacific Foundation of Canada which came into law in June 1984. He served as president of the Canada China Business Council from 1993 to 2000, and for the following three years as vice-chairman. As the creator of Team Canada trade missions, he revolutionized Canada’s relationship with China, and founded the Canada China Legislative Association. Mexico awarded its highest honour for a non-citizen, the Order of the Aztec Eagle, to Mr. Austin in recognition of his role in trade negotiations. Mr. Austin’s efforts to secure federal funding for Expo ’86 started a transformation of the city of Vancouver. His work helped make way for landmark sites such as Canada Place, the Convention Centre and the cruise ship terminal, all of which laid the foundation for Vancouver’s successful 2010 Olympic bid.
In 2010, Mr. Austin was awarded the Order of British Columbia, the province’s highest recognition. In 2014, he was made a Member of the Order of Canada. Over a 20-year career practicing law, Mr. Austin assisted provincial and federal governments with issues such as labour relations on major dam construction projects, and negotiations with the U.S. on the Columbia River Treaty. He served as legal counsel, and later as president and CEO, to several senior mining companies. Since retiring from the Senate in 2007, Austin has acted as a senior advisor for a Vancouver private capital investment firm, and is an honorary professor at the University of British Columbia’s Institute of Asian Research. A former member of UBC’s Faculty of Law, Austin received his B.A. and LL.B. from UBC, and the LL.M. from Harvard Law School. He is member of the Fellows Council of Royal Roads University. He is a resident of British Columbia.
A sponsor has not yet been engaged. Exalt intends to apply for a waiver with respect to the sponsorship requirement.
About Exalt Capital Corp.
Exalt Capital Corp., a capital pool company within the meaning of the Policy of the TSXV, was incorporated in British Columbia on February 20, 2017 and listed on the TSXV on October 10, 2017. It does not have any operations and has no assets other than cash. Exalt’s business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction (as such term is defined in the Policy).
For More Information
For more information, please contact:
Wei Kang, Director, President, CEO and Director of Exalt
This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans" "expects" or "does not expect", "proposed", "is expected", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information in respect of Exalt and Sachiel Connect reflects the current beliefs of Exalt and Sachiel Connect, as the case may be, and is based on information currently available to Exalt and Sachiel Connect, respectively, and on assumptions Exalt and Sachiel Connect, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management’s assumptions about receiving TSXV approval of the Transaction, closing of the Concurrent Offering, and the Resulting Issuer’s anticipated share structure.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Exalt, Sachiel Connect or the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information. Although Exalt and Sachiel Connect have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release represent the expectations of Exalt and Sachiel Connect as of the date of this press release and, accordingly, are subject to change after such date. However, each of Exalt and Sachiel Connect expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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 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.
All information contained in this press release with respect to Sachiel Connect was provided by Sachiel Connect to Exalt for inclusion herein. Exalt and its directors and officers have not independently verified such information and have relied exclusively on Sachiel Connect for any information concerning Sachiel Connect and Sachiel Water.
Investors are cautioned that, except as disclosed in the filing statement or management information circular, as the case may be, 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 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of the adequacy or accuracy of this press release.
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