VANCOUVER, BC--(Marketwired - September 02, 2016) -
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
North Group Finance Limited (the "Company" or "North Group") (TSX VENTURE: NOR) is pleased to announce that it has SEDAR filed its filing statement dated August 29, 2016 (the "Filing Statement") in connection with the proposed acquisition of all of the issued and outstanding common shares of Peekaboo Beans Inc. ("Peekaboo") in exchange for common shares of North Group (the "Transaction") pursuant to an amalgamation agreement dated effective May 30, 2016 between the Company and Peekaboo (the "Amalgamation Agreement"). For further details on the Transaction, please see the Company's news release dated June 2, 2016.
Completion of the Transaction is subject to the satisfaction or waiver of the conditions set out in the Amalgamation Agreement, including, among others, the approval of the TSX Venture Exchange (the "Exchange").
Completion of the Transaction is subject to a number of conditions, including satisfactory completion of confirmatory due diligence, regulatory approval, including Exchange acceptance, and shareholder approvals. 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 Filing Statement, 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 North Group should be considered highly speculative.
The Exchange has in no way verified the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulations Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information contained in this news release that are not historical facts constitute "forward-looking information" within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. Forward-looking information includes, without limitation, possible events, statements with respect to the Transaction. The words "is expected" or "estimates" or variations of such words and phrases or statements that certain actions, events or results "may" or "could" occur and similar expressions identify forward-looking information. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by North Group as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Transaction. Known and unknown factors could cause actual results to differ materially from those projected in forward-looking information. Such factors include failure of the parties to obtain the necessary approvals for the Transaction and any other factors that may cause the Transaction not to be completed in the timeframe expected or at all. Many of these factors could cause actual results to differ materially from those expressed or implied in any forward-looking information provided by, or on behalf of, North Group in this release. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All forward-looking information made in this release is qualified by these cautionary statements. Although North Group believes that the expectations in the forward-looking information are reasonable, actual results may vary, and future results, levels of activity, performance or achievements cannot be guaranteed. North Group does not assume any obligation to update any forward-looking information except as required under applicable securities law.