Vancouver, British Columbia--(Newsfile Corp. - May 4, 2016) - Almo Capital Corp. (TSXV: APT) (the "Company") is pleased to announce that it has closed a first tranche of the non-brokered private placement that was announced on February 3, 2016 and March 3, 2016. The Company has issued 1,000,000 units (the "Units") at a price of $0.075 per Unit for gross proceeds of $75,000. Each Unit is comprised of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one additional share in the capital of the Company at a price of $0.15 until May 4, 2018.
The common shares comprising the Units and any shares issued upon the exercise of any Warrants are subject to a hold period expiring at midnight on September 4, 2016.
1,000,000 Units were issued to 1062954 B.C. Ltd., an insider of the Company, which transaction constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Because the Company's shares trade only on the TSX Venture Exchange, the related party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101, and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(b) of MI 61-101.
In connection with the non-brokered private placement of up to 2,000,000 units announced on April 14, 2016 , the Company may pay finder's fees on a portion of the offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
For further information, please contact:
David Robinson, Chief Executive Officer
Almo Capital Corp.
Phone: 403.399.9047
Email: almocapitalcorp@yahoo.ca
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements. All statements, other than statements of historical fact, constitute "forward-looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.
Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include but are not limited to the ability of the Company to attract financing and the general market conditions of the industry in which the Company operate and the other factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR.
There can be no assurance that any forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.
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