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These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States unless an exemption from registration is available. This press release does not constitute an offer to sell or the solicitation of any offer to buy these securities in the United States.
VANCOUVER, BC, March 15, 2021 /CNW/ - AF2 Capital Corp. ("AF2" or the "Company") (TSXV: AF.P) is pleased to announce that on March 15, 2021, it has successfully completed its initial public offering ("Offering"), raising gross proceeds of $300,000 pursuant to a prospectus dated February 17, 2021. An aggregate of 3,000,000 common shares in the capital of the Company (the "Shares") were subscribed for at a price of $0.10 per Share.
Haywood Securities Inc. (the "Agent") acted as the agent for the Offering. The Agent received a cash commission equal to 10% of the gross proceeds of the Offering and an option to purchase 300,000 Shares at a price of $0.10 per Share for a period of 24 months from the date of listing of the Shares on the TSX Venture Exchange (the "Exchange").
The Company is a "capital pool company" and intends to use the net proceeds of the Offering to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the policies of the Exchange. On March 12, 2021, the Exchange issued a bulletin announcing the listing of the Shares as of market open on March 15, 2021 and immediately halting trading pending completion of closing of the Offering. The Shares will resume trading under the trading symbol "AF.P" on or about March 17, 2021.
Upon closing of the Offering, AF2 granted 500,000 stock options to its directors and officers which are exercisable within ten years from the date of the grant at an exercise price of $0.10 per Share. As a result of the closing of its initial public offering, AF2 now has 5,000,000 Shares issued and outstanding (2,000,000 of which are subject to escrow restrictions).
About the Company
AF2 is a capital pool company ("CPC") within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The board of directors of the Company consists of Messrs. Michael Galloro, Peter Simeon and John Muffolini. The officers of the Company are Michael Galloro, Chief Executive Officer, and Jonathan Held, Chief Financial Officer and Corporate Secretary. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Forward Looking Information
This news release contains statements about AF2's expectations regarding the completion of the application for listing, and the commencement of trading, on the Exchange that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as final listing approval from the Exchange. Although AF2 believes that the expectations reflected in these forward-looking statements are reasonable as AF2 assumes it will be able to fulfill the terms of the conditional listing approval granted by the Exchange, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to fulfill conditions of listing and inability to obtain required regulatory approvals. The forward-looking statements contained in this news release are made as of the date hereof, and AF2 undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
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 news release.
SOURCE AF2 Capital Corp.
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