Vancouver, British Columbia--(Newsfile Corp. - October 2, 2020) - DC Acquisition Corp. (TSXV: DCA) (the "Company") is pleased to announce that the TSXV Venture Exchange ("TSXV") has conditionally approved the proposed business combination with Kiaro Brands Inc. ("Kiaro") by way of a three-cornered amalgamation which will constitute the qualifying transaction of the Company (the "Qualifying Transaction"), and that it has filed a filing statement in respect of the Qualifying Transaction dated effective September 29, 2020.
Assuming all conditions to closing are satisfied, the Company and Kiaro anticipate to close the Qualifying Transaction on or about October 15, 2020. In due course, the parties will issue a further press release announcing the closing of the Qualifying Transaction and the date on which the common shares of the Company will resume trading.
In connection with the Qualifying Transaction, and prior thereto, the Company will change its name to "Kiaro Holdings Corp." and consolidate its outstanding share capital on the basis of 1.7142857143 (old) common shares for 1 (new) common share.
The Qualifying Transaction is not a "Non-Arm's Length Transaction" (as defined in the Policies of the TSXV), and as such shareholder approval is not required for the Qualifying Transaction under the Policies of the TSXV.
Trading in the common shares of the Company is presently halted and will remain halted until completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
For further information, please refer to the Filing Statement posted to the Company's issuer profile on SEDAR at www.sedar.com, as well as the press releases of the Company dated May 12, 2020 and July 14, 2020.
Information About Kiaro
Kiaro Brands Inc. is the resulting company of an amalgamation under the Business Corporations Act (British Columbia) of Aura Cannabis Inc. and Elora Capital Ltd. on September 9, 2019.
Based in Vancouver, British Columbia, Kiaro Brands Inc, "Kiaro", is an independent, omni-channel cannabis retailer and distributor. Through existing storefronts across British Columbia and Saskatchewan, a wholesale distribution division servicing Saskatchewan, and plans for national expansion, Kiaro is driven to introduce new and experienced consumers to a lifelong exploration of cannabis. With more than 40 years of collective retail-focused experience, Kiaro's leadership team has a proven track record of growing retail brands across North America and plans to open multiple retail locations nationwide over the coming years.
For more information, visit kiaro.com.
For further information, please contact:
DC Acquisition Corp.
Chief Executive Officer
Phone # : 647 980-7541
Investors are cautioned that, except as disclosed in filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Qualifying Transaction or the Offering and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein 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 in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
Certain information contained in this press release constitutes "forward-looking information", within the meaning of applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "aims", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "target", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward-looking statements contained in this press release may include statements regarding the anticipated completion of the Qualifying Transaction, the completion of the name change and consolidation. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions, failure to obtain final TSXV approval of the Qualifying Transaction, and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
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