Whiteknight Acquisitions III Inc.
TSX VENTURE : WKA.P

November 06, 2015 18:14 ET

Whiteknight Acquisitions III Inc. Announces Update to Proposed Qualifying Transaction With Delivra Inc. and Terms of Non-Brokered Financing

TORONTO, ONTARIO--(Marketwired - Nov. 6, 2015) -

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

Whiteknight Acquisitions III Inc. ("WKA" or the "Company") (TSX VENTURE:WKA.P), a capital pool company, is pleased to provide an update to its proposed transaction with Delivra Inc. ("Delivra") previously announced by press release on September 1, 2015 and which transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction") pursuant to the TSXV Venture Exchange (the "Exchange") Policy 2.4 - Capital Pool Companies.

Private Placement Offering

It is anticipated that prior to closing of the Qualifying Transaction, Delivra will complete a non-brokered private placement financing of a minimum of 1,333,333 units and a maximum of 2,666,667 units at an issuance price of $0.75 per unit (the "Units") for aggregate gross proceeds of between CAD$1 million and CAD$2 million (the "Offering"). Each Unit will be comprised of one common share in the capital of Delivra and one-tenth of one right to acquire one common share of Delivra (each whole right, an "Additional Share Right"). Should the Qualifying Transaction not close by January 31, 2016, each Additional Share Right shall be automatically exercised for one common share of Delivra, without any further action on the part of the subscribers in the Offering (the "Subscribers") and without payment of additional consideration.

Finders of Subscribers in the Offering who are registered pursuant to the rules of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registration Obligations and related rules, will be entitled to receive finder's fees comprised of: a) a cash payment on closing of the Offering equal to 4% the amount of proceeds raised in the Offering by such finder, and b) broker's warrants in an amount equal to 5% of the number of Common Shares sold to Subscribers sourced by the finder in the Offering (the "Broker Warrants") with each such Broker Warrant entitling the holder thereof to purchase one common share of Delivra at an exercise price of $0.75 per share for a period of 18 months from the date of closing of the Offering. The finder's fees shall not be adjusted should the Additional Share Right be triggered.

All Delivra common shares (including common shares issuable on exercise of the Additional Share Rights) and Broker Warrants issued pursuant to the Offering shall be exchanged for common shares and equivalent broker warrants of Whiteknight on closing of the Qualifying Transaction.

Sponsorship

The Company and Delivra have entered into an engagement letter with Paradigm Capital Inc. ("Paradigm") dated October 14, 2015, pursuant to which Paradigm has agreed to be the Company's Sponsor (as such term is defined in Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements).

Insiders

In addition to those individuals named as proposed directors and officers of the Resulting Issuer in the Company's Press Release on September 1, 2015, Angelo Frisina of Stoney Creek, Ontario will also be an Insider of the Resulting Issuer. Mr. Frisina will hold 12.57% of the Resulting Issuer common shares assuming completion of the minimum Offering.

All information contained in this news release with respect to WKA and Delivra was supplied by the parties, respectively, for inclusion herein, and WKA and its directors and officers have relied on Delivra for any information concerning such party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Paradigm, 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the proposed financing, the future operations of the Company, Delivra, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, Delivra, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's, Delivra, and the Resulting Issuer expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company, Delivra, and the Resulting Issuer with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, Delivra, and the Resulting Issuer. As a result, the Company, Delivra, and the Resulting Issuer cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company, Delivra, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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