Triox Limited
TSX VENTURE : TTL.P

September 29, 2014 17:46 ET

Triox Limited Announces Conditional Acceptance of Qualifying Transaction and Filing of Filing Statement on www.sedar.com

CALGARY, ALBERTA--(Marketwired - Sept. 29, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.

Triox Limited (TSX VENTURE:TTL.P) (the "Corporation" or "Triox"), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange ("Exchange"), is pleased to announce that further to its news releases dated April 8, 2014, July 22, 2014, July 23, 2014 and August 27, 2014, the Exchange has conditionally accepted the previously announced business combination of the Corporation (the "Transaction") involving eQube Technology and Software Inc. ("eQube") as the "Qualifying Transaction" of the Corporation (as such term is defined within the meaning of Policy 2.4 of the Exchange). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") will carry on the business of eQube. The Exchange has also granted the Corporation an exemption from the Exchange's sponsorship requirement and has approved the filing of Triox's filing statement dated September 25, 2014 (the "Filing Statement") prepared in connection with the Transaction.

Completion of the Transaction is subject to a number of conditions including, but not limited to, completion of the "Private Placements" (as announced in the news release of the Corporation dated August 27, 2014), closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction and final acceptance from the Exchange of the Transaction as the Qualifying Transaction of Triox. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Subject to certain conditions, as more particularly described in the Filing Statement, completion of the Transaction is anticipated to occur on or about October 3, 2014. Further information concerning the Corporation, eQube and the Transaction are contained in the Corporation's Filing Statement which is available for review under the Corporation's SEDAR profile at www.sedar.com.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Trading Suspension

The ordinary shares in the capital of Triox ("Triox Shares") are currently suspended from trading and are to remain suspended from trading until completion of the Qualifying Transaction in accordance with the policies of the Exchange. Assuming the Exchange grants final acceptance of the Transaction, it is anticipated that the Triox Shares will resume trading on the Exchange shortly after the Exchange issues its final approval of the Transaction as the Qualifying Transaction of Triox under the new name "eQube Gaming Limited" and under the trading symbol "EQG" (the "Name Change").

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction. The information about eQube in this press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Private Placements, the Name Change and associated transactions, that the ultimate terms of the Qualifying Transaction, the Private Placements the Name Change and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Private Placements, the Name Change and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities, including final acceptance by the Exchange of the Qualifying Transaction). The terms and conditions of the Qualifying Transaction may change based on the Corporation's due diligence and the receipt of tax, corporate and securities law advice for both Triox and eQube. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, eQube, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither 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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The shares in the capital of the Resulting Issuer have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact Information

  • Triox Limited:
    Robb McNaughton
    Director
    (403) 232-9689

    eQube Technology and Software Inc.:
    Kent Tong
    President and CEO
    (780) 414-8890 ext.227