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Israel Capital files QT filing statement

2022-01-21 17:06 ET - News Release

Mr. Stephen Davis reports

ISRAEL CAPITAL FILES FILING STATEMENT AND CLOSES PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $2.5 MILLION

Further to Israel Capital Canada Corp.'s news release of Jan. 14, 2022, regarding the receipt of conditional acceptance from the TSX Venture Exchange in respect of its previously announced qualifying transaction (as defined in Exchange Policy 2.4 -- Capital Pool Companies (CPC policy)) with FREmedica Technologies Inc., the company has filed a filing statement dated Jan. 17, 2022, prepared in connection with the transaction on the company's SEDAR profile. Following the completion of the transaction, the company will carry on the business of FREmedica as its wholly owned subsidiary. It is anticipated that the resulting issuer will change its name to Frequency Exchange Corp. and continue trading on the exchange under the symbol FREQ.

The company is also pleased to announce that, in connection with the transaction, it has closed its non-brokered private placement (as announced on Jan. 14, 2022) of 7,212,498 units at a price of 35 cents per unit for aggregate gross proceeds of $2,524,374.30. Each unit consists of one common share and one-half of one common share purchase warrant. Each warrant allows the holder thereof to acquire one common share for a period of 24 months at an exercise price equal to 70 cents per share. The unit shares issued in connection with the private placement, including any common shares to be issued on exercise of the warrants, are subject to a four-month-and-one-day hold period commencing from the date of issuance. The gross proceeds of the private placement will be used to further advance the business of the resulting issuer and for general corporate purposes. In connection with the private placement, the company paid a combined total of $145,641.99 in finders' fees and issued 416,119 finders' warrants to finders on certain of the units sold from subscriptions introduced by such finders. Each finder's warrant will entitle the holder thereof to acquire one common share at an exercise price of 35 cents for a period of one year from the closing of the private placement.

About Israel Capital Canada Corp.

The company is a capital pool company within the meaning of the policies of the exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policy, until the completion of its qualifying transaction, the company will not carry on business other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed qualifying transaction.

About FREmedica Technologies Inc.

FREmedica is a wholly owned subsidiary of Waveforce and is based in Victoria, B.C. FREmedica was founded on Nov. 5, 2016, for the purpose of creating a frequency emitter that delivers a special package of frequencies designed for the health and wellness market, specifically to target Lyme disease within North America. The Wave 1 is the third generation frequency emitter released from FREmedica. It is the second wearable technology designed by FREmedica, specifically to deliver frequencies to help clients with chronic Lyme disease. The technology combined with the frequencies is the result of years of development and experimentation with the latest in bio-energetic technology.

Cautionary note

Completion of the transaction is subject to a number of conditions, including, but not limited to, final exchange acceptance. 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 filing statement, 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 the company should be considered highly speculative.

We seek Safe Harbor.

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