NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
VANCOUVER, British Columbia, Sept. 12, 2018 (GLOBE NEWSWIRE) -- Huffington Capital Corp. (“Huffington”) (TSXV:HU.H), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a letter of intent (the “LOI”) dated September 7, 2018 for the arm's length acquisition of 100% of the common shares of Nano Graphene Inc. dba Grapheneca (“Grapheneca”), a company incorporated under the laws of the State of Florida. Pursuant to the terms of the LOI and subject to completion of certain conditions precedent, including, completion by Grapheneca of a private placement for approximately $4.5 million, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory and Exchange approvals, the proposed acquisition of Grapheneca will qualify as Huffington’s “Qualifying Transaction” as defined by Exchange Policy 2.4.
Trading of the common shares of Huffington will remain halted in connection with the dissemination of this news release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future news releases.
About Grapheneca
Grapheneca is a privately owned, commercial scale graphene and graphene based materials producer and supply company headquartered in New York. Grapheneca has developed a production facility in New York and is now producing high quality, un-oxidized, ordered, pristine graphene flakes with different sizes (depending upon customer's requirement). The technology underlying Grapheneca’s products provides for graphene nano-sheets that are free from physical defects, chemically pure, non-oxidized and have a high length-to-width aspect ratio. Grapheneca has filed a provisional application for patent with the United States Patent and Trademark Office (USPTO) and has passed the preliminary examination with the China State Intellectual Property Office (SIPO).
Grapheneca is ready for mass production in order to implement numerous industrial and commercial applications. It is also able to produce a wide range of graphene based composite products for different commercial and industrial applications.
Grapheneca anticipates working with industrial customers to develop a range of graphene-incorporated commercial products, such as for battery production, supercapacitors, conductive inks, corrosion protective and protective coating and paints, scratch resistance coatings, thermal management applications, water treatment and filtration, cement and concrete admixture, electronics and microelectronics, polymer and rubber composites and other transformative applications. For more information please visit www.graphene.ca.
For additional information, please contact:
Peter Nesveda
Vice President International Corporate Affairs and Investor Relations
Nano Graphene Inc.
Tel: +61 412 357 375
Email: pnesveda@graphene.ca
Steve Bajic
President, Chief Executive Officer and Director
Huffington Capital Corp.
Tel: (604) 288-8906
Email: steve@orangecapital.ca
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Grapheneca and Huffington, including, the completion of the Qualifying Transaction and Grapheneca anticipated customers, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the company's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: graphene and other materials prices; the estimation of capital requirements; the estimation of labour and operating costs; the timing and amount of future development expenditures; the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: the general business and economic conditions in the regions in which the company’s operate; the ability of the Grapheneca to execute on key priorities; Grapheneca’s ability to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to implement business strategies and pursue business opportunities; low profit market segments; disruptions in or attacks (including cyber-attacks) on information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which Grapheneca is exposed; the failure of third parties to comply with their obligations to Grapheneca or its affiliates; the impact of new and changes to, or application of, current laws and regulations; a novel business model; dependence on key suppliers; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by Grapheneca; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; changes in natural flake graphite and graphene prices; sources and cost of power facilities; the estimation of sustaining capital requirements; the estimation of labour and operating costs; the risks associated with uninsurable risks arising during the course of development and production; and environmental risks. Should any factor affect the company’s in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the company’s do not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the company’s undertake no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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.