CUP Capital Corp.
TSX VENTURE : CPU.P

November 10, 2016 15:23 ET

CUP Capital Corp. Announces Proposed Qualifying Transaction With GBT GmbH

TORONTO, ONTARIO--(Marketwired - Nov. 10, 2016) - CUP Capital Corp. ("CUP") (TSX VENTURE:CPU.P), a capital pool company formed under the policies of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a binding letter of intent dated November 4, 2016 (the "LOI") for the arm's length business combination with GBLT German Battery & Lighting Technologies PLC ("GBLT"), the sole shareholder of the operating company GBT GmbH ("GBT"). Pursuant to the terms of the LOI, and subject to completion of certain conditions precedent, including, satisfactory due diligence, execution of a definitive agreement, and receipt of all necessary director, shareholder, regulatory and Exchange approvals, the proposed business combination with GBLT will qualify as CUP's "Qualifying Transaction" as defined by Exchange Policy 2.4.

Pursuant to the LOI, the deemed value ascribed to CUP shall be CAD$1,110,000, and the deemed value ascribed to GBLT shall be CAD$60,000,000 (subject to adjustment in the event GBLT raises additional funds prior to closing).

Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

The proposed Qualifying Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as defined by the Exchange) and is not expected to be subject to shareholder approval. CUP may hold a shareholders' meeting to approve any related matter requiring shareholder approval under its governing corporate statute.

GBT GmbH

GBT was established in 2004 and is focused on capitalizing on the current global trends in the rapidly growing energy storage and lighting sectors by developing and engineering revolutionary new products for residential and commercial markets in partnership with Polaroid, one of the most recognized brands in the world.

GBT had audited 2015 revenues of 25 million Euros. GBT products are available in some of the largest retail chains in the world and the company has a global distribution network.

GBT has an exclusive global Licensing and Branding partnership with Polaroid for lighting and mobile lithium energy storage products with an immediate focus on launching a line of Lithium energy storage products in Europe,North America, and internationally and are also pursuing various large global commercial lighting projects.

Additionally, under the brand name AGFAPHOTO, GBLT manufactures and distributes a wide range of mobile energy products worldwide, such as batteries, rechargeable batteries and chargers.

GBT has an in-house development team to design and develop new products and to constantly improve energy efficiency in its line of products and to maintain the company's leadership at the forefront of its industry.

Smart technology for a better world.

Additional information regarding GBT can be found at www.gbt-international.com.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions, including, without limitation, the terms and conditions of the proposed business combination and the completion of the proposed business combination, that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although CUP and GBLT believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, CUP and GBLT disclaim 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.

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.

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