Vancouver, BC / TheNewswire / August 28, 2018 – Astron Connect Inc. (“Astron“), formerly Exalt Capital Corp., a capital pool company pursuant to Policy 2.4 (the “Policy“) of the TSX Venture Exchange (the “TSXV“), reports that it has completed its acquisition of Sachiel Connect Inc. (the “Transaction“). In connection with the Transaction, Astron issued 29,099,992 common shares to the former shareholders of Sachiel Connect Inc., of which 23,919,447 common shares are subject to a hold period expiring on December 28, 2018 and are also subject to a TSXV Form 5D escrow agreement. These shares will be released from escrow over a three year period commencing from the date of the bulletin issued by the TSXV as to the acceptance of the Transaction as constituting Astron’s “qualifying transaction” pursuant to the Policy. Astron also issued 1,602,727 common shares as a finder’s fee to 1143833 B.C. Ltd. These shares are also subject to a hold period expiring on December 28, 2018.
Concurrently with the closing of the Transaction, Astron closed a brokered private placement which raised gross proceeds of approximately $269,110 through the issuance of 1,223,227 common shares at a price of $0.22 per share, and a non-brokered private placement which raised gross proceeds of approximately $2,942,998 through the issuance of 13,377,265 common shares, also at a price of $0.22 per share. In connection with the brokered private placement, Astron issued to Mackie Research Capital Corporation 73,394 non-transferable broker warrants, each broker’s warrant exercisable into one common share of Astron until August 28, 2020 at an exercise price of $0.22 per share. All of the securities issued in connection with the private placements will be subject to a hold period expiring on December 28, 2018. The size of the non-brokered private placement increased from that disclosed in Astron’s news release dated June 12, 2018, and the size of the brokered private placement decreased from the minimum offering disclosed in that news release.
Astron has been informed that the TSXV has accepted the Transaction as constituting Astron’s “qualifying transaction” pursuant to the Policy and that effective at the opening on August 29, 2018, Astron’s common shares will commence trading under the symbol “AST”. Astron will be classified by the TSXV as a “technology” company on Tier 2.
As a result of the closing of the Transaction, the directors and officers of Astron are now as follows:
|S. Randall Smallbone||Chief Executive Officer and Director|
|Ian Mallmann||Chief Financial Officer and Corporate Secretary|
|Bei Nie||Chief Operating Officer and Director|
For More Information
For more information, please contact:
Ian Mallmann, CFO
Telephone: 1 604 620 2092
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 reflects the current beliefs of Astron and is based on information currently available to Astron and on assumptions Astron believes are reasonable. These assumptions include, but are not limited to, management’s assumptions about receiving TSXV acceptance of the Transaction as constituting Astron’s “qualifying transaction”.
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 Astron to be materially different from those expressed or implied by such forward-looking information. Although Astron has 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 Astron as of the date of this press release and, accordingly, are subject to change after such date. However, Astron 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.
Investors are cautioned that, except as disclosed in the filing statement 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 has in no way passed on the merits of the Transaction and has neither approved or 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.