TORONTO, ONTARIO–(Marketwired – Nov. 7, 2017) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES
Apolo Acquisition Corp. (“Apolo” or the “Corporation” (TSX VENTURE:APA.P) is pleased to announce that it has entered into a binding letter agreement dated November 6, 2017 (the “Letter Agreement”) with CryptoGlobal Inc. (“CryptoGlobal”) to effect a business combination of the two companies (the “Proposed Transaction”). The Proposed Transaction will be a reverse takeover of the Corporation by CryptoGlobal and its shareholders.
Apolo is a Capital Pool Company (“CPC”) and intends the Proposed Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the policies of the TSX Venture Exchange (the “Exchange”). The Proposed Transaction will be an arm's length transaction. CryptoGlobal is a private cryptocurrency mining company with assets in Ontario, Canada, existing under the laws of Ontario and was incorporated on August 8, 2017.
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties.
There are currently an aggregate of 11,650,000 common shares in the capital of Apolo (each, an “Apolo Common Share”) issued and outstanding, as well as 715,000 stock options and 500,000 broker warrants, each exercisable to acquire one Apolo Common Share at an exercise price of $0.10. In connection with the Proposed Transaction, all outstanding stock options of Apolo shall remain in effect until the earlier of (i) the date which is twelve months following the closing of the Proposed Transaction; and (ii) the original expiry date(s) thereof.
Pursuant to the Proposed Transaction, the holders of the issued and outstanding common shares of CryptoGlobal (the “CryptoGlobal Common Shares”) shall receive one Apolo Common Share for each CryptoGlobal Common Share held (as presented on a post-Consolidation basis) (the “Exchange Ratio”). Pursuant to the Proposed Transaction, all existing options, warrants or other securities convertible into CryptoGlobal Common Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Apolo Common Shares on substantially similar terms and conditions.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) Apolo will effect a name change to such name as may be determined by CryptoGlobal (the “Name Change”); and (ii) Apolo will consolidate the Apolo Common Shares on the basis of one “new” Apolo Common Share for every 3.938 “old” Apolo Common Shares issued and outstanding (the “Consolidation”).
If the Proposed Transaction is completed, it is anticipated that the board of directors of Apolo shall be reconstituted to consist of such directors as Apolo and CryptoGlobal shall determine, subject to the minimum residency requirements of the Business Corporations Act (Ontario), and all existing officers of Apolo shall resign and be replaced with officers appointed by the new board of directors.
CryptoGlobal may complete a financing in connection with the Proposed Transaction prior to closing.
At closing, the former shareholders of Apolo will own approximately 2.7% of the issued and outstanding shares of the resulting issuer, assuming there is are no further share issuances following the date hereof.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange, unless exempt in accordance with Exchange policies or waived by the Exchange. The Proposed Transaction may require sponsorship and Apolo plans to provide a news release update should a sponsor be retained. Trading in the Apolo Common Shares has been halted as a result of the announcement of the Proposed Transaction. Apolo expects that trading in the Apolo Common Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies.
The obligations of Apolo and CryptoGlobal pursuant to the Letter Agreement shall terminate in certain specified circumstances, including in the event that the Proposed Transaction is not completed by March 31, 2018.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval. The Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
This press release contains certain forward-looking statements. Statements about the Corporation's future plans and intentions and completion of a Qualifying Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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