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Steamsand also announces filing of Filing
Statement
VANCOUVER, Nov. 5, 2018 /CNW/ - Steamsand Capital
Corp. (TSXV:SAND.P) ("Steamsand") is pleased to announce that
it has received conditional approval from the TSX Venture Exchange
(the "TSXV") in respect of its qualifying transaction
(the "Transaction") with VOTI Inc. ("VOTI") pursuant to Policy
2.4 - Capital Pool Companies of the TSXV and in respect of the
common shares of the Resulting Issuer (as defined below) being
listed for trading on the TSXV under the symbol "VOTI" following
closing of the Transaction, subject to the satisfaction of certain
TSXV listing conditions.
In accordance with the previously announced letter agreement
dated July 4, 2018 and the
amalgamation agreement to be entered into on the Closing Date (as
defined below), a wholly-owned subsidiary of Steamsand will
amalgamate with VOTI. Prior to closing the Transaction, it is
intended that Steamsand will change its name to "VOTI Detection
Inc." (the "Resulting Issuer"). The Transaction is expected to
close on or about November 9, 2018 (the "Closing
Date").
FILING STATEMENT
In connection with the Transaction and pursuant to TSXV
requirements, Steamsand has filed a filing statement dated November
5, 2018 on SEDAR (www.sedar.com).
SUMMARY OF FINANCIAL INFORMATION FOR VOTI
The following table sets forth selected financial information
for VOTI for the financial years ended October 31, 2017,
2016 and 2015 and for the nine-month period ended
July 31, 2018. The financial information has been
prepared in accordance with International Financial Reporting
Standards.
|
Nine-months ended
July 31, 2018
(Unaudited)
($)
|
Year ended
October
31, 2017
(Audited)
($)
|
Year ended
October
31, 2016
(Audited)
($)
|
Year ended
October
31, 2015
(Unaudited)
($)
|
Revenue
|
17,538,476
|
18,462,971
|
3,995,591
|
1,879,027(1)
|
Net loss
|
(263,864)
|
(2,463,680)
|
(2,941,812)
|
(2,421,040)
(1)
|
Comprehensive
loss
|
(387,113)
|
(2,771,001)
|
(2,941,812)
|
(2,421,040)
|
Total
assets
|
9,898,373
|
9,347,432
|
4,836,830
|
3,269,168
|
Total
liabilities
|
8,531,908
|
8,358,093
|
5,134,031
|
2,080,878
|
Cash
dividends
|
Nil
|
Nil
|
Nil
|
Nil
|
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Notice regarding forward-looking statements:
This release includes forward-looking information within the
meaning of Canadian securities laws regarding Steamsand and VOTI
and their respective businesses, which may include, but are not
limited to, statements with respect to the completion of the
Transaction, the terms on which the Transaction is intended to be
completed, the ability to obtain regulatory approvals and other
factors. Often, but not always, forward-looking information can be
identified by the use of words such as "plans", "is expected",
"expects", "scheduled", "intends", "contemplates", "anticipates",
"believes", "proposes" or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. Such statements are based on
the current expectations of the management of each entity, and are
based on assumptions and subject to risks and uncertainties.
Although the management of each entity believes that the
assumptions underlying these statements are reasonable, they may
prove to be incorrect. The forward-looking events and circumstances
discussed in this release, including completion of the Transaction
(and the proposed terms upon which the Transaction is proposed to
be completed), may not occur by certain specified dates or at all
and could differ materially as a result of known and unknown risk
factors and uncertainties affecting the companies, including risks
regarding the threat detection technology industry, failure to
obtain regulatory approvals, economic factors, management's ability
to manage and to operate the business of the Resulting Issuer, the
equity markets generally and risks associated with growth and
competition. Although Steamsand and VOTI have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. No
forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and neither Steamsand nor
VOTI undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
Steamsand is a capital pool company governed by the policies of
the TSXV. The principal business of Steamsand is the identification
and evaluation of assets or businesses with a view to completing a
qualifying transaction.
SOURCE Steamsand Capital Corp.