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Elevation Capital Corp
Symbol ELE
Shares Issued 8,877,000
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ORIGINAL: Elevation subscribes for Sora shares, plans dissolution

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

Also News Release (C-SOR) Sora Capital Corp

Received by email:

File: News Release - Sora Capital QT (ELE May2015).pdf

       THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
                           OR TO U.S. NEWS AGENCIES

        ELEVATION CAPITAL CORP.                                      SORA CAPITAL CORP.
            Suite 575 - 510 Burrard Street                          302 - 1 Alexander Street
            Vancouver, British Columbia                           Vancouver, British Columbia
                      V6C 3A8                                               V61 1B2
                  TSX-V: ELE.P                                             CSE: SOR

FOR IMMEDIATE RELEASE

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

Vancouver, British Columbia � May 22, 2015 � Elevation Capital Corp. ("Elevation"), a capital pool
company ("CPC") under the policies of the TSX Venture Exchange (the "Exchange"), and Sora Capital
Corp. ("Sora"), a technology investment company trading on the Canadian Securities Exchange, are
pleased to announce that they have agreed to the terms of participation by Elevation in a non-brokered
private placement offering (the "Private Placement") announced by Sora by news release on March 25,
2015. Pursuant to the terms of the Private Placement, Elevation has subscribed by way of subscription
agreement dated March 26, 2015 for 2,800,000 units (the "Units") of Sora at a per Unit price of $0.17 for
gross proceeds of $476,000. Each Unit will consist of one common share in the capital of Sora (a "Sora
Share") and one-half of one common share purchase warrant, each whole warrant (a "Warrant") will
entitle Elevation to purchase one common share in the capital of Sora at a per share price of $0.20 for a
period of two years from the date of closing of the Private Placement. A total of 3,300,000 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 below). 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 (the "Distribution") and thereafter to be delisted from the Exchange and dissolved (the
"Dissolution").

The Private Placement, the Distribution and the Dissolution (collectively, the "Transaction") 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.




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        THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
                           OR TO U.S. NEWS AGENCIES

Paul Reinhart, President and CEO of Sora, comments: "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 CPC 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 21st, 2015 between Sora and Elevation (the "Loan
Agreement"), 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) September 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 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.

Sora Capital Corp.

The following is based upon information provided by Sora.

Sora Capital Corp. is a technology investment company. Sora is a reporting issuer in Alberta, British
Columbia and Ontario and its common shares trade on the Canadian Securities Exchange (CSE) under
the symbol `SOR'.

Financial and other information about Sora is available in Sora's financial statements, Management's
Discussion and Analysis and other continuous disclosure documents, which have been electronically
filed with regulators and are available through the Internet under Sora's issuer profile on the Canadian
System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.




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         THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
                            OR TO U.S. NEWS AGENCIES

For additional information, please contact:

Elevation Capital Corp.                                      Sora Capital Corp.
Greg Andrews                                                 Terri Anne Welyki
President, Chief Executive Officer and Director              t: 778 238 2333
t: 778 997 2695                                              e: terrianne(@)soracapital.ca

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval.
Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be
prepared in connection with the transaction, any information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange Inc. 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 release.

This news release contains certain statements that may be deemed "forward-looking statements". Forward looking
statements are statements that are not historical facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar
expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Elevation
and Sora believe the expectations expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results may differ materially
from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and
opinions of Elevation and Sora's management on the date the statements are made. Except as required by law,
Elevation and Sora undertake no obligation to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY
OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE
NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.




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