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Saber Capital receives conditional TSX-V OK for QT

2016-12-02 14:02 ET - News Release

Mr. David Doherty reports

SABER CAPITAL CORP. ANNOUNCES TSXV CONDITIONAL APPROVAL, CONFIRMATION OF THE SHORT FORM OFFERING TERMS AND FILING ON SEDAR OF FILING STATEMENT

Saber Capital Corp. has received conditional acceptance from the TSX Venture Exchange relating to its previously announced proposed qualifying transaction with Emblem Corp. The transaction, which remains subject to the final approval of the exchange, is currently scheduled to close on or about Dec. 6, 2016. The common shares of the company are expected to resume trading on the exchange under the symbol EMC after the exchange issues its final bulletin in respect of the transaction.

A filing statement prepared in accordance with the requirements of the exchange in connection with the transaction and dated Nov. 30, 2016, has been filed with the exchange and the applicable Canadian securities regulators on SEDAR. The filing statement contains disclosure with respect to the business and operations of the company and Emblem.

Short form offering document financing

Pursuant to an agency agreement dated Nov. 10, 2016, among the company, Emblem and PI Financial Corp. (the agent), the company will be undertaking the previously announced financing, to be completed by way of short form offering document in accordance with exchange policies. The offering will consist of 1,739,130 units of Saber at a price of $1.15 per unit for gross proceeds of $1,999,999.55.

Each unit will consist of one postconsolidation common share of the company (each common share of the company will be consolidated on the basis of one postconsolidation Saber common share for every four preconsolidation Saber common shares prior to closing of the transaction and offering) and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase an additional postconsolidation Saber common share at a price of $1.75 per postconsolidation common share for a period of 36 months from the closing date of the offering.

Pursuant to the agency agreement, Saber has agreed to pay the agent a commission equal to 8 per cent of the gross proceeds for any units sold under the offering, which will be satisfied by issuing units at a deemed price equal to the offering price of the units, being $1.15 per unit. Each commission unit consists of one postconsolidation Saber common share and one-half of one common share purchase warrant, with each whole warrant exercisable at a price of $1.75 per postconsolidation Saber common share. The agent's warrants are on the same terms as the warrants.

The proceeds from the offering, together with the proceeds from the company's previously announced brokered and non-brokered offerings of subscription receipts, will be used to expand the production capacity of Emblem, to advance the pharmaceutical formulation developments of Emblem, and for general corporate purposes of the company and its subsidiaries following the closing of the transaction.

The filing of the short form offering document with the exchange will occur after the issuance of this press release.

We seek Safe Harbor.

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