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Elevation subscribes for Sora shares, plans dissolution

2015-05-22 19:45 ET - News Release

Also News Release (C-SOR) Sora Capital Corp

Mr. Greg Andrews of Elevation reports

ELEVATION CAPITAL CORP. AND SORA CAPITAL CORP. ANNOUNCE PROPOSED TRANSACTION

Elevation Capital Corp. and Sora Capital Corp. have agreed to the terms of participation by Elevation in a non-brokered private placement offering announced by Sora by news release on March 25, 2015. Pursuant to the terms of the private placement, Elevation has subscribed by way of a subscription agreement dated March 26, 2015, for 2.8 million units of Sora at a per-unit price of 17 cents for gross proceeds of $476,000. Each unit will consist of one common share in the capital of Sora and one-half of one common share purchase warrant, and each whole warrant will entitle Elevation to purchase one common share in the capital of Sora at a per-share price of 20 cents for a period of two years from the date of closing of the private placement. A total of 3.3 million units will be offered by Sora under the private placement, which may close in one or more tranches, for total gross proceeds of up to $561,000. All securities issued by Sora to Elevation in connection with the private placement will be subject to a statutory hold period of four months plus one day from the date of issuance of the securities in accordance with applicable securities legislation.

Elevation anticipates that it will invest the majority of its available cash reserves in the purchase of the units, except for such amounts as are necessary to pay current and anticipated payables and the costs of the dissolution (as defined and described herein). The net proceeds of the private placement will be used by Sora for its general corporate purposes.

Following the completion of the private placement and expiry of the hold period, Elevation will undertake the necessary steps to allow it to distribute the Sora shares and warrants pro rata to its shareholders and thereafter to be delisted from the exchange and dissolved.

The private placement, the distribution and the dissolution are intended to serve as Elevation's qualifying transaction under exchange Policy 2.4, the effect of which will be that the shareholders of Elevation will become shareholders of Sora, and Elevation will be delisted and cease to exist. The transaction is an arm's-length transaction.

In addition and in accordance with the agreement between Elevation and Sora, at any time following closing of the private placement and prior to its dissolution, Elevation will be entitled to nominate one director to the board of directors of Sora. Larry Timlick, a current director of Elevation, has agreed to join Sora's board.

Paul Reinhart, president and chief executive officer of Sora, commented: "We are excited to welcome the shareholders of Elevation to Sora. We view this as a strategic investment for Sora to continue with our corporate growth."

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, execution by the parties of a form of subscription agreement for the private placement, the receipt of all requisite corporate and regulatory approvals, including final exchange acceptance. The exchange's final acceptance of the transaction will be conditional, among other things, on Elevation filing with the exchange all documents in compliance with exchange capital pool company policy requirements. The proposed transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Elevation and Sora anticipate completing the private placement as soon as possible following receipt of the necessary exchange and other regulatory approvals, after which Elevation will commence with steps in preparation for the distribution and the subsequent dissolution.

Pursuant to a loan agreement dated May 21, 2015, between Sora and Elevation, Elevation has advanced the sum of $200,000 to Sora, which Sora intends to use for one of its investee companies prior to completion of the private placement.

Pursuant to the terms of the loan agreement, the loan will bear no interest until the earlier of: (a) 90 days following the date on which the shareholders of Elevation vote against a resolution to approve the transaction, (b) Sept. 30, 2015, or (c) at the option of Elevation on the occurrence of an event of default (as defined in the loan agreement), and will be repayable in full by Sora on the earlier of: (a) the receipt of final approval of the exchange of the private placement as Elevation's qualifying transaction; or (b) 90 days following the date upon which the shareholders of Elevation vote against a resolution to approve the private placement as Elevation's qualifying transaction.

The loan is subject to standard conditions precedent and default provisions for a transaction of this nature.

In accordance with exchange policies, Elevation's common shares are currently halted for trading and will remain so until they are delisted on completion of the transaction.

We seek Safe Harbor.

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