Yahoo Finanza EVP Capital Enters into Letter of Intent for a Proposed Qualifying Transaction
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TORONTO, May 1, 2024 /CNW/ - EVP Capital Inc. (TSXV: EVP.P) ("EVP Capital"), a capital pool company ("CPC") listed on the TSX Venture Exchange Inc. (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent dated May 1, 2024 (the "LOI") with Sharp Edge Labs, Inc. ("Sharp Edge"), a bioscience therapeutics company. The LOI sets forth the basic terms and conditions upon which Sharp Edge and EVP Capital will combine their business operations resulting in a reverse takeover of EVP Capital by Sharp Edge and its shareholders (the "Proposed Transaction").
It is intended that the Proposed Transaction will constitute the "Qualifying Transaction" of EVP Capital, as such term is defined in Exchange Policy 2.4 - Capital Pool Companies ("Policy 2.4"), resulting in the combination of Shape Edge and EVP Capital, with the common shares of the resulting issuer to the Proposed Transaction (the "Resulting Issuer Shares") being listed on the Exchange.
The acceptance of the LOI is being followed by good faith negotiations of definitive documentation, which is intended to proceed by way of statutory plan of arrangement or similar form of transaction (the "Definitive Agreement") among the parties setting forth the detailed terms of the Proposed Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of similar nature and magnitude of the Proposed Transaction. The Proposed Transaction is subject to satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4 and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the Exchange.
Upon entering into the Definitive Agreement, a comprehensive news release will be issued by EVP Capital disclosing details of the Proposed Transaction, including any proposed financings, financial information respecting Sharp Edge, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, the issued and outstanding securities of each of EVP Capital and Sharp Edge, the terms of the exchange of securities of EVP Capital and Sharp Edge, the applicable security exchange ratios, the details of any meetings of the shareholders of EVP Capital and Sharp Edge required to approve the Proposed Transaction and matters related thereto (as applicable), and other material information respecting the Proposed Transaction.
Trading in the common shares of EVP Capital has been halted in connection with the announcement of the Proposed Transaction. EVP Capital expects that trading will remain halted pending closing of the Proposed Transaction, subject to the earlier resumption upon Exchange acceptance of the Proposed Transaction and the filing of required materials in accordance with Exchange policies.
About EVP Capital
EVP Capital 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. The officers of EVP Capital are Lorne Sugarman, Chief Executive Officer and Secretary, and Edward Jonasson, Chief Financial Officer. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction, EVP Capital will not carry-on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Sharp Edge
Sharp Edge is a bioscience therapeutics company that seeks to disrupt genetic disease markets with a platform for routinely discovering small molecule that restore function of mutated proteins and restore haploinsufficiencies in human genetic disease. Sharp Edge has developed a computationally-aided experimental pipeline: a combination of proprietary assay technologies, computationally-selected screening libraries, and data analysis and machine learning algorithms. Sharp Edge then uses cells derived from patients in animal models to demonstrate functional restoration, providing an accelerated and de-risked path into and through the clinic.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the EVP Capital and Sharp Edge, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect EVP Capital's current views and intentions with respect to future events, and current information available to EVP Capital, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including but not limited to EVP Capital and Sharp Edge entering into a Definitive Agreement and receiving approval of the Proposed Transaction from the Exchange. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect EVP Capital or Sharp Edge in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, EVP Capital and Sharp Edge do not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and EVP Capital undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Reader Advisory
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the listing statement or similar disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of EVP Capital should be considered highly speculative. The Exchange has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
Neither 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
SOURCE EVP Capital Inc.
View original content: http://www.newswire.ca/en/releases/archive/May2024/01/c0749.html
