TORONTO, ONTARIO--(Marketwired - July 6, 2016) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Cluny Capital Corp. ("Cluny" or the "Company") (TSX VENTURE:CLN.P) announced today that it has entered into a letter of intent dated June 20, 2016 with Sandbox Global Limited ("Sandbox"), pursuant to which Cluny and Sandbox intend to complete a business combination (the "Transaction"). The Transaction, if completed, will constitute Cluny's "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSX-V"). The Transaction will be an arm's length transaction.
Sandbox is a company that specializes in mobile game development and distribution, mobile social networking and m-commerce. Sandbox was incorporated on December 20, 2010 as a limited liability company in Thailand. Sandbox has launched eight (8) mobile games to date and is continuing to develop new mobile games. The authorized share capital of Sandbox consists of 42,000,000 common shares issued and outstanding.
In conjunction with the Transaction, and in an effort to complete a concurrent Financing (as such term is defined in subsection 4.2(h) of Policy 5.4 of the TSX-V), Sandbox will complete one concurrent financing (the "Offering") for aggregate gross proceeds of a maximum of $7,800,000 or such other amount as may be required to satisfy the initial listing requirements of the TSX-V. The Offering will be a brokered private placement led by All Group Financial Services (the "Lead Agent"), of up to a maximum of 12,000,000 subscription receipts ("Subscription Receipts") of Sandbox exercisable to acquire common shares of Sandbox on a one for one basis (and therefore ultimately common shares of the resulting issuer on the completion of Transaction on a one for one basis (the "Resulting Issuer"), at a subscription price of $0.65 per subscription receipt. Sandbox will also grant to the Lead Agent an option (the "Agent's Option") to offer up to an additional 15% in Subscription Receipts of Sandbox, by giving written notice of the exercise of the Agent's Option, or a part thereof, to Sandbox at any time up to 48 hours prior to the closing date of the Offering.
The proceeds of the Offering shall be deposited into an interest-bearing escrow account (the "Escrowed Funds") through an escrow agent (the "Escrow Agent") mutually acceptable to Sandbox and the Lead Agent, at Sandbox's expense. The Escrowed Funds, less the Escrow Agent's fees and expenses and the Lead Agents' fees and expenses ("Net Funds"), will be released from escrow to Sandbox at the Transaction closing and upon conditions required by the Lead Agent (the "Escrow Release Conditions") having been satisfied or waived to the satisfaction of the Lead Agent (the "Escrow Release Time"). This will be done on the delivery by All Group of a notice to the Escrow Agent confirming that the Escrow Release Conditions have been met, and directing the Escrow Agent to release the Net Funds to Sandbox, along with any interest accrued thereon.
For the Lead Agent's services, Sandbox will pay to the Lead Agent (for its own account and on behalf of all agents under the Offering: (i) a cash fee equal to 7.0% of the gross proceeds raised from the Offering and (ii) broker warrants entitling the agents to subscribe, for a period of 24 months following closing of the Offering, for that number of Subscription Receipts (to be exchanged for common shares of the Resulting Issuer upon closing) at the issue price of the Offering, as is equal to 7.0% of the gross proceeds raised from the Offering. In connection with the Offering and other services provided to Sandbox, the Lead Agent will also receive a work fee of $50,000 plus applicable taxes.
Prior to the completion of the Transaction, Cluny will complete a consolidation of its issued and outstanding common shares on a 3 for 1 basis (the "Consolidation").
A finder's fee (the "Finder's Fee") of 5% of the value of the Transaction shall be paid to Galleon Trading Inc., an arm's length party, in common shares of the Resulting Issuer in connection with the Transaction, subject to the approval of the TSX-V.
A comprehensive press release with further particulars relating to the Transaction will follow in accordance with the policies of the TSX-V.
In addition, Cluny announced today the letter of intent dated January 7, 2016 with Pizza Couture Inc. with respect to a proposed business combination between Cluny and Pizza Couture Inc., has terminated according to its terms. The transaction was previously announced on January 21, 2016, and was intended to constitute the Corporation's "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX-V.
Completion of the Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of the Offering; execution of a definitive agreement in respect of the Transaction; receipt of requisite regulatory approvals; acceptance of the Transaction by the TSX-V; receipt of all requisite approvals from the shareholders of each of Cluny and Sandbox for the Transaction and ancillary matters relating thereto; and the completion of all other actions necessary to consummate the Transaction. 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 securities of Cluny should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding the Transaction and the Offering. The forward-looking statements contained in this press release represent the Company's views and expectations as of the date of this press release and should not be relied upon as representing its views and expectations at any subsequent date. Actual developments may differ materially from those contemplated by these forward-looking statements. The forward-looking events and circumstances discussed in this press release, including the completion of the Transaction, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.