(via TheNewswire)
Toronto – January 16, 2025 – TheNewswire - Cuspis Capital II Ltd. (TSXV: CII.P) (“Cuspis” or the “Corporation”), a capital pool company as defined under TSX Venture Exchange (“TSXV” or the “Exchange”) Policy 2.4 – Capital Pool Companies (“Policy 2.4”), and 11197894 Canada Ltd. (“IC Group”) are pleased to announce that, further to Cuspis’ news releases dated March 5, 2024, July 29, 2024, November 7, 2024 and November 19, 2024 (the “Prior Press Releases”), the Corporation has received conditional approval from the TSXV in respect of its previously announced qualifying transaction (the “Transaction”) with IC Group pursuant to Policy 2.4. In connection with the Transaction and pursuant to TSXV requirements, Cuspis intends to shortly file on SEDAR+ (www.sedarplus.ca) a filing statement (the “Filing Statement”) which will provide further information concerning Cuspis, IC Group and the Transaction.
Subject to certain conditions, as more particularly described in the Prior News Releases and as will be described in the Filing Statement, completion of the Transaction is anticipated to occur about seven business days after the Filing Statement has been filed on SEDAR+.
About Cuspis and 16470734 Canada Inc. (“Subco”)
Cuspis completed its initial public offering on December 11, 2020. The common shares of Cuspis are listed for trading on the TSXV under the symbol “CII.P”. Cuspis has not commenced commercial operations and has no assets other than cash. Cuspis was incorporated under the laws of the Province of Ontario.
Subco is a private company, wholly-owned by Cuspis and incorporated under the Canada Business Corporations Act on October 24, 2024, for the purpose of completing the Transaction.
IC Group, headquartered in Winnipeg, Manitoba, was incorporated on July 31, 2023 under the Canada Business Corporations Act, and is the product of a July 31, 2023 amalgamation that consolidated entities that have effectively been in active business since 1989, to continue as IC Group. IC Group is a leading marketing services technology company with over 30 years’ experience delivering impactful digital promotions, loyalty, rebate, messaging, and specialty insurance solutions for Fortune 500 brands in global jurisdictions.
Further Information
The full details of the Transaction are as set forth in the Prior Press Releases, updated by this press release.
All information contained in this press release with respect to Cuspis and IC Group (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Investors are cautioned that, except as disclosed in the 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 TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the Corporation will remain halted pursuant to Section 2.5 of Exchange Policy 5.2 – Changes of Business and Reverse Takeovers and Section 2.3(b) of Policy 2.4.
For more information regarding Cuspis, please contact William Ollerhead, the Chief Executive Officer of the Corporation.
William Ollerhead, CEO
(416) 214-0876
For more information regarding IC Group, please contact Duncan McCready, the Chief Executive Officer of IC Group.
Duncan McCready, CEO
(204) 487-5000
Neither the TSX Venture Exchange 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof, including completion of the Transaction, the anticipated timing for completion of the Transaction; the filing of the Filing Statement; the anticipated timing of the filing of the Filing Statement; the business of IC Group, shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Cuspis assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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