/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, July 19, 2019
/CNW/ - Arcturus Ventures Inc. ("Arcturus" or
the "Company") (TSXV-NEX: AZN.H) is pleased to
report that the private placement financing
(the "Financing") being completed by a special purpose
British Columbia corporation
("Finco"), as previously announced on July 9, 2019, has
been increased to 10,526,316 subscription receipts
("Subscription Receipts") at a price of C$0.76 per Subscription Receipt for aggregate
gross proceeds of C$8,000,000.
The Private Placement is fully subscribed and in connection with
the completion of the business combination involving Arcturus and
OjO Electric, LLC ("OjO"), as previously announced on
July 9, 2019 (the "Transaction"), (i) each
Subscription Receipt will be convertible into one common share of
Finco, (ii) each Finco common share so issued will ultimately
be exchanged for one common share of the combined entity
(the "Resulting Issuer") and (iii) the proceeds of
the Financing will be released to the Resulting Issuer. If the
Transaction is completed, the Resulting Issuer will use the gross
proceeds from the Financing for the manufacture and deployment of
scooters in cities in OjO's pipeline, for general corporate and
working capital purposes and to pay for the expenses of the
Financing and the Transaction. Cash finders' fees of up to 6% of
the gross proceeds of the Financing may be paid to certain
finders.
If the Transaction is not completed prior to October 31,
2019 or the definitive agreement in respect of the Transaction is
terminated at any earlier date, the Financing proceeds, together
with any interest, will be returned to the holders of the
Subscription Receipts.
The Transaction is subject to a number of conditions, as more
fully described in the July 9, 2019 press
release. Subject to such conditions being satisfied or, if
applicable, waived, the Transaction is anticipated to close in
September 2019.
Trading in the common shares of the Company has been halted in
accordance with the policies of the TSX Venture Exchange
("TSXV") and will remain halted until such time as all
required documentation has been filed with and accepted by the
TSX-V and permission to resume trading has been obtained from the
TSX-V.
On Behalf Of Arcturus Ventures Inc.
"Usama Chaudhry"
Director
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "forward-looking statements"
and "forward-looking information" under applicable Canadian
securities legislation that are not historical facts.
Forward-looking statements involve risks, uncertainties, and other
factors that could cause actual results, performance, prospects,
and opportunities to differ materially from those expressed or
implied by such forward-looking statements. Forward-looking
statements in this news release include, but are not limited to,
statements with respect to the expected timing for the completion
of the Transaction. Forward-looking statements are necessarily
based on a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks,
uncertainties and other factors which may cause actual results and
future events to differ materially from those expressed or implied
by such forward-looking statements. Such factors include, but are
not limited to: general business, economic and social
uncertainties; litigation, legislative, environmental and other
judicial, regulatory, political and competitive developments; delay
or failure to receive board, shareholder or regulatory approvals;
those additional risks set out in Arcturus' public documents filed
on SEDAR at www.sedar.com; and other matters discussed in this news
release. Accordingly, the forward-looking statements discussed in
this release, including the completion of the Transaction and the
Financing, may not occur and could differ materially as a result of
these known and unknown risk factors and uncertainties
affecting the companies. Although Arcturus believes that the
assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on
these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. Except where required by
law, Arcturus disclaims any intention or obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Reader Advisory
Completion of the Transaction is subject to a number of
conditions, including but not limited to TSX-V acceptance. The
Transaction cannot close until these conditions are satisfied or,
if applicable, waived. 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
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 Arcturus should be
considered highly speculative.
The TSX-V 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 the TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accepts
responsibility of the adequacy or accuracy of this release.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities under the Financing
in the United States. The
securities have not been and will not be registered under
the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons (as defined under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
SOURCE Arcturus Ventures Inc.
