Tilting Capital Corp.
NEX BOARD : TLL.H

November 13, 2015 15:05 ET

Tilting Capital Corp. Announces Closing of First Tranche of Debenture Private Placement and ArcScan to Attend and Showcase Its Insight 100 at the American Academy of Ophthalmology Exhibition

CALGARY, ALBERTA--(Marketwired - Nov. 13, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Tilting Capital Corp. (the "Corporation" or "Tilting") (NEX:TLL.H) announces that it has closed the first tranche of the previously announced Debenture Placement ("Closing"). The Closing comprised of CDN$399,000 of convertible debentures ("Debentures"). The Debentures will mature November 30, 2016 and bear interest at a rate of 10% per annum paid semi-annually in cash (or shares at the election of the Corporation). The principal amount of the Debentures is convertible at any time at the option of the holder into one common share of the Corporation ("Common Shares") at an issuance price of CDN$0.16 per Common Share (the "Conversion Price"), and upon giving effect to such conversion, all accrued and unpaid interest will be paid in cash within 60 days. The Debentures will automatically convert into 1.15 Common Shares at the Conversion Price upon completion of the merger with ArcScan Inc., ("ArcScan") (the "Transaction"). The Corporation may at any time after the date of issue (upon 14 days' notice) repay all, or a portion, of the principal amount outstanding under the Debentures.

ArcScan will be attending and showcasing its unique medical imaging technology, and, in particular, its Insight 100 device, at the American Academy of Ophthalmology Exhibition ("AAO") in Las Vegas between November 14 and November 17, 2015. The ArcScan Insight 100 leverages its prior device technology, the Artemis, which is FDA approved and has been shown in clinical studies to deliver unique and high value measurements of the anterior segment of the eye.

AAO is the largest exhibition of ophthalmic technology, products and services in the world and is held annually in Las Vegas and is the go-to event for industry practitioners to attend globally as well as the premier event at which to showcase new technology. This year's AAO is being held at the Sands Expo/Venetian in Las Vegas and ArcScan is a first time exhibitor showcasing its technology and products in Booth 2773. It is expected that 18,000 clinicians from around the Globe will attend AAO this year. For further information on AAO and its attendees, please follow this link: http://www.aao.org/annual-meeting/virtual-exhibition.

"We are delighted to be able to demonstrate our technology in such a prestigious environment attended by the major practitioners and suppliers to the ophthalmology industry globally," said Andrew Levien, CEO of ArcScan. "It is a great opportunity to further raise the profile of our technology and products as we move through the final phases of clinical testing and complete our regulatory submissions," finished Levien. (The ArcScan Insight 100 has not yet received clearance for sale in the US or other markets.)

For further information on ArcScan, please visit its recently updated web site: www.arcscan.com.

Tilting has used the net proceeds of the Closing to provide a $399,000 bridge loan to ArcScan (the "Bridge Loan"). Any additional amounts received pursuant to further tranches of the Debenture Placement, up to an additional $301,000, are also committed to fund additional advances pursuant to the Bridge Loan and to pay transaction costs in connection with the Debenture Placement and the Transaction. The Bridge Loan will mature on November 30, 2016, bear interest at a rate of 10% per annum paid semi-annually and be repayable by ArcScan at any time without penalty.

The Debenture Placement (and finder's fee discussed below) is subject to the final acceptance of the TSX Venture Exchange ("TSXV").

The Debentures will be subject to a statutory hold period of four months.

Pursuant to the Closing, Paloduro Investments Inc. (a company controlled by Robert Cross) acquired $99,000 principal amount of Debentures. Following the Closing, Paloduro Investments Inc. and Robert Cross collectively own 2,647,060 Common Shares and $99,000 principal amount of Debentures (convertible into 711,562 Common Shares), representing approximately 12.8% of the issued and outstanding voting securities of the Corporation on a non-diluted basis and 14.3% of the issued and outstanding securities of the Corporation, assuming exercise of the Debentures held by Paloduro Investments Inc.

The Debentures were acquired for investment purposes and Paloduro and Mr. Cross may increase or decrease their beneficial ownership or control depending on market or other conditions.

A copy of the Early Warning Report may be found on www.SEDAR.com.

The Corporation has agreed to pay a finders' fee to St. Peter Invest Group Inc. in connection with the Closing. Such fees will be comprised of: (i) an option to acquire 8% of the Common Shares issuable upon conversion of the Debentures and exercisable for a period of twenty-four months at a price of $0.16 per Common Share; and (ii) 8% of the gross proceeds payable in Common Shares (at a deemed price of $0.16) on subscriptions introduced to the Corporation by such finder. Half of the finder's fee is payable following TSXV acceptance and the remaining half upon closing of the Transaction.

For further information regarding the details of the Transaction please refer to the press releases dated July 2, 2015 and August 24, 2015, each filed on SEDAR at www.sedar.com under Tilting's profile.

Trading in the Common Shares on the TSXV is halted and may remain so until completion of the Transaction.

Reader Advisory

Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the Exchange requirements, a 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.

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Transaction and additional Debenture Placement closings. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Transaction or additional Debenture Placement closings, that the ultimate terms of the Transaction will differ from those that currently are contemplated, and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval (if required). The Transaction cannot close until shareholder approval is obtained (if required). 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 on. Trading in the securities of Tilting Capital Corp. should be considered highly speculative.

Neither the NEX Board nor the TSX Venture Exchange Inc. has in any way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

All information contained in this press release with respect to the Corporation and ArcScan was supplied by the Corporation and ArcScan, respectively, for inclusion herein.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.
Neither the NEX Board, 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 press release.

Contact Information

  • Tilting Capital Corp.
    Scott P. Hayduk
    (403) 444-7845