/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES/
VANCOUVER, British Columbia, Dec. 04, 2020 (GLOBE NEWSWIRE) — A-LABS CAPITAL I CORP. (the “Corporation” or “ALBS”) (TSXV: ALBS.P), a capital pool company, is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “Exchange” or “TSXV”) for its previously disclosed “Qualifying Transaction” (the “QT”) with BTC Corporation Holdings Pty Ltd. (“BTC”) and the shareholders of BTC. The conditional approval is valid for a 90-day period commencing on December 2, 2020.
The Exchange has also approved the filing of the Corporation’s filing statement dated November 30, 2020 (the “Filing Statement”), prepared in connection with the QT and available under the Corporation’s SEDAR profile at www.sedar.com.
Update on Anticipated Closing Date of the QT
The QT is expected to close on or about December 31, 2020, or such other date as may be agreed upon by the Corporation and BTC, assuming the satisfaction of all conditions precedent to the QT, including without limitation, approval of the listing of the common shares of the resulting entity (“Resulting Issuer Shares”) and final acceptance to the QT from the Exchange, the Corporation’s completion of the consolidation and the name change to “Banxa Holdings Inc.”, or such other name as BTC may determine. In addition, the proposed issuance of 711,900 Resulting Issuer Shares to Zeus Capital Ltd., an entity controlled by a director of the Corporation, in satisfaction of certain consulting services provided to BTC, is subject to receipt of disinterested shareholder approval from the Corporation’s shareholders by way of written consent.
Upon completion of the QT, the Corporation expects the Resulting Issuer Shares to commence trading on the TSXV under the symbol “BNXA”.
Completion of the Concurrent Financing
Further to the Corporation’s news release dated November 18, 2020, BTC completed its non-brokered private placement (the “Concurrent Financing”) of 2,316 subscription receipts of BTC (each, a “Subscription Receipt”) (which will automatically convert into 2,316 shares of BTC immediately prior to closing of the QT and be exchanged for 4,025,208 Resulting Issuer Shares) on November 30, 2020 for combined gross proceeds of approximately AUD$4,226,700 (CAD$4,025,208). Each Subscription Receipt was issued at a price of AUD$1,825.
Except as otherwise disclosed in the Filing Statement, the gross proceeds of the Concurrent Financing have been deposited into escrow and will be released to BTC upon satisfaction of the escrow release conditions (the “Escrow Release Conditions”) which were previously disclosed in the Corporation’s news release dated August 20, 2020.
BTC will pay certain finder’s fees in connection with the Concurrent Financing upon satisfaction of the Escrow Release Conditions. Details of the terms of the Subscription Receipts and finder’s fees payable by BTC are more particularly described in the Filing Statement.
The common shares of the Corporation are currently halted from trading and are expected to remain halted pending completion of the QT.
Banxa (BTC) is an internationally compliant fiat-to-crypto gateway solution for exchanges, wallets and other cryptocurrency businesses. Banxa offers global and local payment methods like credit cards and retail store networks. With an easy to integrate API, exchanges, wallet providers and other industry players can offer their customers an easy and secure way to buy cryptocurrency. Banxa takes care of all regulations, payment network integrations, operational overheads, and fraud management.
ALBS is a capital pool company, pursuant to Policy 2.4 of the Exchange, formed to identify and evaluate potential acquisitions of commercial businesses or assets. Except as specifically contemplated in the Policy, ALBS does not carry business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.
All information contained in this news release with respect to BTC, including the gross proceeds of the Concurrent Financing, was supplied by BTC for inclusion herein, without independent review by the Corporation, and the Corporation and its directors and officers have relied such information concerning BTC.
Additional terms of the QT were previously disclosed in the Corporation’s news releases dated February 19, 2020, August 20, 2020 and November 18, 2020 and are available under the Corporation’s SEDAR profile at www.sedar.com.
For further information:
A-Labs Capital I Corp.
CEO and Director of the Corporation
BTC Corporation Holdings Pty Ltd.
Founder & Chairman
Neither the Exchange nor its Regulation Services Provider (as such term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Completion of the QT is subject to a number of conditions, including but not limited to, final Exchange approval and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Corporation’s Filing Statement, any information released or received with respect to the QT 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 Exchange has in no way passed upon the merits of the QT and has neither approved nor disapproved the contents of this news release.
Caution Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the QT, release of the gross proceeds from the Concurrent Financing, the Corporation’s proposed consolidation and name change, and other prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the closing of the QT and related transactions, including the anticipated closing date of the QT, the completion of the Escrow Release Conditions and the listing of the Resulting Issuer Shares on the TSXV. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to governmental restrictions or adverse economic conditions resulting from the COVID-19 pandemic, the timing and ability to close the QT, receipt of final approval from the Exchange, and the satisfaction of other conditions to closing the QT, such as the consolidation and name change, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. The statements in this news release are made as of the date of this release. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
THIS NEWS 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 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 1993, AS AMENDED, OR ANY SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.