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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