For Immediate Release
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
E36 Capital Receives TSXV Conditional Approval for Qualifying Transaction with Kalo Gold Corp.
VANCOUVER, BC, CANADA, JANUARY 29, 2021, E36 CAPITAL CORP. (TSX.V: ETSC.V) (“E36” or the “Company”), a Capital Pool Company as defined in the policies of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the “TSXV”) for the closing of its proposed qualifying transaction with Kalo Gold Corp. (“Kalo Gold”) (the “QT”) which, upon completion, will result in a three-cornered amalgamation among E36, Kalo Gold, and a wholly-owned subsidiary of E36. A filing statement (the “Filing Statement”) in respect of the QT has been prepared in accordance with the requirements of the TSXV and will be filed under E36’s issuer profile on SEDAR at www.sedar.com.
The completion of the QT is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final TSX-V acceptance, approval of the QT by Kalo Gold shareholders, and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the QT is expected to occur on or about February 12, 2021, or such other date as may be determined. The trading symbol post-closing of the QT shall be “KALO”. Upon completion of the proposed Qualifying Transaction, the Company is expected to meet all of the minimum listing requirements of the Exchange for a Tier 2 Mining issuer. Sponsorship of the qualifying transaction has been waived by the Exchange.
Trading of the E36’s Shares will remain halted until such time as the TSXV may determine, having regard to the completion of certain requirements pursuant to the CPC Policy. Further details of the Transaction will follow in future news releases.
About Kalo Gold Corp.
Kalo Gold Corp. is a mineral exploration company focused on the Vatu Aurum gold project on Fiji’s north island — Vanua Levu. Kalo holds two mineral exploration licenses covering over 36,700 hectares of land and on trend with many of the largest gold deposits in the world within the Southwest Pacific Ring of Fire.
About E36 Capital Corp.
E36 Capital is a capital pool company within the meaning of the policies of the TSX-V. The company 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.
Completion of the transaction is subject to a number of conditions, including TSX-V acceptance and, if applicable pursuant to TSX-V 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.
On behalf of E36 Capital Corp.
Chief Executive Officer
For more information contact:
P: +1 (604) 363-0411
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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Forward Looking Statements Disclaimer
Certain statements in this release are forward-looking statements, which are statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to the Concurrent Financing, the funds available to the Company on completion of the Transaction and the proposed use of such funds, the intention of Kalo to commence its proposed drill program, and the ability of Kalo to undertake its drill program as proposed. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements, other than statements of historical fact, included in this release, including statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company pursuant to applicable Canadian securities laws.
The reader is cautioned that assumptions used in the preparation of any forward-looking statements herein may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.