Cluny Capital Corp.
TSX VENTURE : CLN.P

January 21, 2016 09:22 ET

Cluny Capital Corp. Announces Proposed Reverse Take-Over Transaction With Pizza Couture Inc.

TORONTO, ONTARIO--(Marketwired - Jan. 21, 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 January 7, 2016 with Pizza Couture Inc. ("Pizza Couture"), a corporation incorporated under the Business Corporations Act (Ontario) (the "OBCA"), pursuant to which Cluny and Pizza Couture intend to complete a business combination (the "Proposed Transaction") currently anticipated to be by way of a "three-cornered" amalgamation under the amalgamation provisions of the OBCA. The Proposed 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 Proposed Transaction will be an arm's length transaction.

Pizza Couture is an Ontario based company that specializes in the food and hospitality business.

As part of the Proposed Transaction, Pizza Couture will complete a brokered private placement for aggregate gross proceeds of a minimum of $1,200,000 and a maximum of $2,000,000 (the "Private Placement"). The full terms of the Private Placement will be determined in the context of the market. Following the completion of the Proposed Transaction, the shareholders of Pizza Couture (including investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Company (or resulting issuer).

Subject to TSX-V approval, Cluny will advance to Pizza Couture, as a secured loan, up to $225,000 pursuant to subsection 8.5(a) of TSX-V Policy 2.4.

A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSX-V.

In addition, Cluny announced today that it has mutually agreed with Active ImageNation Inc. (DBA Cap That) ("Cap That") to terminate the letter of intent entered into on September 11, 2015 with respect to a proposed business combination between Cluny and Cap That. The transaction was previously announced on September 14, 2015, and was intended to constitute the Corporation's "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX-V.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of the Private Placements; execution of a definitive agreement in respect of the Proposed Transaction; receipt of requisite regulatory approvals; acceptance of the Proposed Transaction by the TSX-V; receipt of all requisite approvals from the shareholders of each of Cluny and Pizza Couture for the Proposed Transaction and ancillary matters relating thereto; and the completion of all other actions necessary to consummate the Proposed Transaction. 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 management information circular or filing statement 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 securities of Cluny should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the Proposed 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 Proposed Transaction and the Private Placements. 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 Proposed 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.

Contact Information

  • Cluny Capital Corp.
    Peter Simeon
    Director
    (416) 862-7525