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Inceptus Capital Ltd
Symbol C : ICI.P
Shares Issued 4,747,500
Close 2018-10-05 C$ 0.21
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Inceptus Capital to acquire RIMPAC Advanced as QT

2018-10-11 14:15 ET - News Release

Mr. Peter Chen reports


Inceptus Capital Ltd. has entered into a letter of intent dated Oct. 8, 2018, to acquire 100 per cent of the common shares of RIMPAC Advanced Technology Development Ltd., a company that is incorporated under the laws of British Columbia and is engaged in the oil and gas service industry.

The transaction is not a non-arm's-length qualifying transaction within the meaning of the policies of the TSX Venture Exchange and is intended to constitute the qualifying transaction of the company under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. The company expects to be classified as an oil and gas issuer on Tier 2 of the TSX-V upon completion of the transaction. Trading in the shares of the company on the TSX-V has been halted and will remain halted pending receipt by the TSX-V of applicable documentation.

Pursuant to the letter of intent, the company will issue a total of 20,274,370 common shares to the shareholders of RIMPAC, at a deemed price of 20 cents per share, for a deemed aggregate purchase price of $4,054,874 (of which 17.5 million shares will be issued for the purchase of all of the issued and outstanding securities of RIMPAC and 2,774,370 shares will be issued in satisfaction of the settlement of the shareholder loan of RIMPAC in the amount of $554,874).

The company intends to complete a non-brokered private placement, which will close concurrent with the closing of the transaction, pursuant to which the company intends to issue up to 10 million units at a price of 20 cents per unit to arm's-length subscribers for gross proceeds of up to $2-million. Each unit will entitle the holder to receive one common share of the company and one-half of one common share purchase warrant, each whole warrant exercisable into one common share in the capital of the company at a price of 30 cents for five years following the issuance. The warrants are subject to an accelerated exercise provision, whereby, in the event the closing price of the company's common shares is 50 cents or higher for a period of 10 consecutive trading days, the company may, within five days of such event, provide notice by way of news release that the warrants shall expire on the date that is 30 days from the date notice is given. The proceeds of the concurrent offering will be used for working capital and to advance the business of the resulting issuer.

Following the closing of the proposed transaction and the completion of a maximum concurrent private placement, the company will have approximately 35,021,870 common shares issued and outstanding (non-diluted and not accounting for any exercise of options and warrants), of which the current shareholders of the company will hold approximately 13.56 per cent, the shareholders of RIMPAC will hold approximately 57.89 per cent and the shareholders under the concurrent private placement will hold approximately 28.55 per cent.

It is a further term of the letter of intent that, upon completion of the transaction, the name of the resulting issuer be changed to RIMPAC Advanced Technology Development Ltd. or such other name as may be approved by the parties.

It is anticipated that Inceptus will apply for an exemption from sponsorship for the proposed transaction in accordance with the policies of the exchange.

Further information about the transaction will be disclosed when available, in accordance with the policies of the TSX-V.

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.

About RIMPAC Advanced Technology Development Ltd.

RIMPAC has developed a technology called Reservoir Data Miner (RDM) that integrates both gamma and neutron detection technology to simultaneously produce ultrahigh-precision residual oil evaluation results. RDM technology has been tested in numerous state oil fields in Shengli, Changqing and Yangchang, and the company has applied for and submitted five applications for patents, registered trademarks and software copyrights in China.

RIMPAC's primary market focus is China.

We seek Safe Harbor.

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