VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 2, 2016) - Saber Capital Corp. (TSX VENTURE:SAB.H) ("Saber" or the "Company"), a capital pool company, is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the "Exchange") relating to its previously announced proposed qualifying transaction (the "Transaction") with Emblem Corp. ("Emblem"). The Transaction, which remains subject to the final approval of the Exchange, is currently scheduled to close on or about December 6, 2016. The common shares of the Company are expected to resume trading on the Exchange under the symbol "EMC" after the Exchange issues its final bulletin in respect of the Transaction.
A filing statement prepared in accordance with the requirements of the Exchange in connection with the Transaction and dated November 30, 2016 (the "Filing Statement") has been filed with the Exchange and the applicable Canadian securities regulators on SEDAR and is available at www.sedar.com. The Filing Statement contains disclosure with respect to the business and operations of the Company and Emblem.
Short Form Offering Document Financing
Pursuant to an agency agreement dated November 10, 2016 (the "Agency Agreement") among the Company, Emblem and PI Financial Corp. (the "Agent"), the Company will be undertaking the previously announced financing (the "Offering") to be completed by way of Short Form Offering Document in accordance with Exchange policies. The Offering will consist of 1,739,130 units (each a "Unit") of Saber at a price of $1.15 per Unit for gross proceeds of $1,999,999.55.
Each Unit will consist of one post-consolidation common share of the Company (each common share of the Company will be consolidated on the basis of one post-consolidation Saber common share for every 4 pre-consolidation Saber common shares prior to closing of the Transaction and Offering) and one-half of one common share purchase warrant (each a "Warrant"), with each whole Warrant entitling the holder to purchase an additional post-consolidation Saber common share at a price of $1.75 per post-consolidation common share for a period of 36 months from the closing date of the Offering.
Pursuant to the Agency Agreement, Saber has agreed to pay the Agent a commission equal to 8% of the gross proceeds for any Units sold under the Offering, which will be satisfied by issuing units ("Commission Units") at a deemed price equal to the offering price of the Units, being $1.15 per Unit. Each Commission Unit consists of one post-consolidation Saber common share and one-half of one common share purchase warrant with each whole warrant exercisable at a price of $1.75 per post-consolidation Saber common share (an "Agent Warrant"). The Agent's Warrants are on the same terms as the Warrants.
The proceeds from the Offering, together with the proceeds from the Company's previously announced brokered and non-brokered offerings of subscription receipts, will be used to expand production capacity of Emblem, to advance pharmaceutical formulation developments of Emblem and for general corporate purposes of the Company and its subsidiaries following the closing of the Transaction.
The filing of the Short Form Offering Document with the Exchange will occur after the issuance of this press release.
Emblem is licensed under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR") to cultivate and sell medical marihuana. Emblem carries out its principal activities producing marihuana from its facilities in Paris, Ontario pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.
Saber was incorporated under the Business Corporations Act (British Columbia) and is a Capital Pool Company listed on the NEX board of the Exchange. Saber has no commercial operations and has no assets other than cash.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Offering and has neither approved nor 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 for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Saber cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Saber's control. Such factors include, among other things: risks and uncertainties relating to Saber's ability to complete the proposed Transaction; and other risks and uncertainties, including those described in the Filing Statement filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Saber undertakes no obligation to publicly update or revise forward-looking information.
Investors are cautioned that, except as disclosed in the Filing Statement, 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.
A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the Exchange.