OTTAWA, ONTARIO--(Marketwired - Sept. 6, 2016) - Maestro Capital Corporation (TSX VENTURE:MCP.P) ("Maestro") a capital pool company ("CPC") under the policies of the TSX Venture Exchange (the "Exchange"), further to its July 7, 2016 news release, announced that at the August 31, 2016 Special Meeting of Maestro's shareholders all matters submitted to shareholders were approved as recommended by the Board of Directors.
Maestro's shareholders approved the investment into Relevium Technologies Inc. (TSX VENTURE:RLV)(FRANKFURT:6BX) ("Relevium") by Maestro, as its Qualifying Transaction ("QT") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). Additionally, the shareholders ratified resolutions to: (1) distribute, on a pro rata basis, the Units (as defined below) of Relevium by dividend as a return of capital to the Maestro shareholders; and, (2) upon completion of the distribution of the Relevium Units, to dissolve the Corporation according to section 211(3) of the Business Corporations Act (Alberta).
To conclude the QT, Maestro has subscribed, by way of a subscription agreement, for 1,500,000 units (the "Units") of Relevium, at a price per Unit of $0.10, for a total investment of $150,000. Each Unit will consist of one common share in the capital of Relevium (a "Relevium Share") and one common share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional common share in the capital of Relevium at a price per share of $0.15 for a period of 36 months from the date of closing of the private placement. A total of up to 10,000,000 Units may be offered by Relevium under the private placement, which may close in one or more tranches, for total gross proceeds of up to $1,000,000. All securities issued by Relevium to Maestro in connection with the private placement will be subject to a statutory hold period of four months plus one day from the date of issuance of the securities in accordance with applicable securities legislation.
Upon completion of the private placement, Maestro will distribute the Relevium Shares and Warrants, pro rata, to its shareholders (the "Distribution") and thereafter apply to be delisted from the Exchange and be dissolved (the "Dissolution").
Effective September 5, 2016, the Board of Directors of Maestro declared a return of capital dividend to shareholders of record on September 15, 2016. Each Maestro common share will be entitled to receive 0.25 Relevium Shares and 0.25 Warrants. The dividend will be payable on or after September 25, 2016.
In accordance with Exchange policies, Maestro's common shares are currently suspended from trading and will remain suspended until the QT is completed and its common shares are delisted, or upon reinstatement of trading to NEX.
On Behalf of the Board of Directors
MAESTRO CAPITAL CORPORATION
Sean Caulfeild, CEO and Director
NEITHER THE 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the business and operations of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Company to execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that the conditions to the transactions contemplated by the potential letter of intents will be satisfied or that those transactions will be completed. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.