TORONTO, ONTARIO--(Marketwired - Oct. 17, 2016) - Leo Acquisitions Corp. (NEX BOARD:LEQ.H) (TSX VENTURE:LEQ.H) (the "Company" or "Leo") wishes to announce that it intends to proceed with a consolidation of its issued and outstanding common shares ("Common Shares") on the basis of one post-consolidation Common Share for 3.3 pre-consolidation Common Shares (the "Consolidation"). The Consolidation was previously approved by the shareholders of the Company at an annual and special meeting of the shareholders of the Company held on October 6, 2016, and has been approved by the TSX Venture Exchange (the "TSXV").
Currently, a total of 7,240,500 Common Shares are issued and outstanding. Accordingly, if the Consolidation is implemented, a total of approximately 2,194,085 post-Consolidation Common Shares would be issued and outstanding, assuming there are no other changes in the issued capital of the Company. Any resulting fractional Common Share that is held by a holder of Common Shares will be cancelled, and the aggregate number of Common Shares held by such holder will be rounded down to the nearest whole number of Common Shares. The exercise price and the number of Common Shares issuable under the Company's outstanding options will also be proportionately adjusted upon the Consolidation.
A letter of transmittal will be sent to registered shareholders providing instructions to surrender the certificates evidencing their Common Shares in exchange for replacement certificates representing the number of Common Shares to which they are entitled as a result of the Consolidation. Until surrendered, each certificate representing Common Shares prior to Consolidation will be deemed for all purposes to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.
At this time, there is no name change in conjunction with the Consolidation, and the Company's trading symbol on the TSXV will remain the same.
Leo expects its post-Consolidation Common Shares to commence trading on the TSXV at the open of markets on October 18, 2016.
As an update to the news release of the Company dated August 22, 2016, the Company intends on proceeding with the previously announced non-brokered private placement offering of up to 727,272 Common Shares (post-Consolidation) at a subscription price of $0.05 per Common Share (post-Consolidation) for gross proceeds of up to $36,000 (the "Private Placement"). The securities to be issued will be subject to a statutory four month-plus-one-day hold period from the date of closing. The proceeds of the Private Placement offering will be used for general corporate purposes and the Private Placement is subject to all regulatory and TSXV approvals.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statements
Except for the statements of historical fact, this news release contains "forward-looking statements" within the meaning of the applicable Canadian securities legislation which involves known and unknown risks relevant to the Company. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or does not expect", "is expected", anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating that certain actions, events or results " may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.