Tilting Capital Corp.
NEX BOARD : TLL.H
TSX VENTURE : TLL.H

August 24, 2015 11:49 ET

Tilting Capital Corp. Announces Update to Structure of Transaction with ArcScan, Inc.

CALGARY, ALBERTA--(Marketwired - Aug. 24, 2015) -

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

Tilting Capital Corp. (the "Corporation" or "Tilting") (NEX:TLL.H) is pleased to announce an update to its proposed business combination (the "Transaction") with ArcScan, Inc. ("ArcScan"), pursuant to which the Corporation will acquire all of the outstanding shares of common stock (the "ArcScan Common Shares") and shares of preferred stock (the "ArcScan Preferred Shares") of ArcScan, as press released by Tilting on July 2, 2015 (the "July Press Release").

On August 19, 2015, the Corporation entered into an amended and restated definitive agreement (the "Amended Definitive Agreement") with ArcScan. The Amended Definitive Agreement has been entered into to reflect, among other things, certain agreed modifications to the structure of the Transaction that will result in the Corporation remaining a Canadian company and prevent it from being deemed to be a domestic issuer under applicable United States securities laws at the close of the Transaction. These modifications include the following:

  • The Transaction no longer provides for the continuance of Tilting into the State of Delaware. Upon closing of the Transaction, Tilting will continue to exist under the Canada Business Corporations Act, and ArcScan will become a wholly-owned subsidiary of Tilting.

  • Specified stockholders of ArcScan who are insiders of ArcScan and resident in the United States will receive Class A convertible restricted voting shares of Tilting (the "Tilting Restricted Voting Shares") in exchange for the ArcScan Common Shares and/or ArcScan Preferred Shares held by such insiders on a one-for-one basis. Holders of Tilting Restricted Voting Shares will be entitled to attend all meetings of shareholders of Tilting and vote on all matters other than the election of directors. The Tilting Restricted Voting Shares will be convertible into common shares of Tilting (the "Tilting Common Shares") on a one-for-one basis at the option of the holder or Tilting.

  • Stockholders of ArcScan (other than the specified insiders and non-accredited investors of ArcScan) will receive Tilting Common Shares in exchange for the ArcScan Common Shares and/or ArcScan Preferred Shares held by them on a one-for-one basis.

  • Upon closing of the Transaction, the size of the board of the directors of Tilting will be increased from the five members disclosed in the July Press Release to six members, with the addition of Peter Ballachey, the Chief Financial Officer of ArcScan, to the anticipated board of directors upon closing.

Tilting has scheduled a special meeting of shareholders for September 25, 2015 where the shareholders of Titling will be asked, among other things, to approve the amendment of the Articles of the Corporation to create the Tilting Restricted Voting Shares and to amend the terms of the Tilting Common Shares and preferred shares and to approve new by-laws of the Corporation that include advance notice provisions. Additional details with respect to the creation of Tilting Restricted Voting Shares, the amendments to the terms of Tilting Common Shares and preferred shares, the new by-laws and the other matters to be brought before shareholders at the special meeting will be described in the management information circular to be prepared in connection with the meeting.

For additional information with respect to the Transaction, ArcScan and the anticipated management and board of the directors of the Resulting Issuer (including the biography of Peter Ballachey) please refer to the July Press Release.

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

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Transaction and the Corporation's domestic issuer status under applicable United States securities law following closing of the Transaction. 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, that the ultimate terms of the Transaction will differ from those that currently are contemplated, the conversion of the Tilting Restricted Voting Shares following the closing of the Transaction, 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