Wildlaw Capital CPC 2 Inc.
TSX VENTURE : WLD.P

October 18, 2013 08:30 ET

Wildlaw Capital CPC 2 Inc. Announces Proposed Qualifying Transaction With SHM Entertainment Limited

TORONTO, ONTARIO--(Marketwired - Oct. 18, 2013) - WILDLAW CAPITAL CPC 2 INC. ("Wildlaw Capital" or the "Company") (TSX VENTURE: WLD.P), a capital pool company under the policies of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it entered into a non-binding letter of intent (the "LOI") on October 17, 2013 with SHM Entertainment Limited ("SHM"), a company specializing in online gaming applications. Pursuant to the LOI, the Company proposes to enter into a transaction with SHM that will constitute the Company's "qualifying transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy"), whereby the shareholders of SHM will become shareholders of the Company (the "Qualifying Transaction"). Approval of the LOI has been received from the board of directors of the Company and the board of directors of SHM.

SHM, a corporation existing under the laws of the Isle of Man, designs and builds online gaming applications for mobile phones and tablets. SHM's online gaming applications include Fantasy Day Trader and Fat Cat, which allow users to play stock market games using live data from global financial markets with minimal financial risk.

If the Qualifying Transaction is completed, the Company (or resulting issuer) will be engaged in the online gaming application business of SHM. Completion of the Qualifying Transaction remains subject to a number of conditions such as receipt of necessary Exchange and regulatory approvals, completion of satisfactory due diligence, completion of definitive legal documentation, including a definitive transaction agreement (the "Definitive Agreement"), and completion of a private placement by SHM for minimum gross proceeds of $2 million (the "Private Placement").

The Company has an estimated valuation of approximately $1 million and SHM has an estimated valuation of approximately $20 million. Assuming completion of the minimum Private Placement and subsequent Qualifying Transaction, it is anticipated that current Wildlaw Capital shareholders, current SHM shareholders and subscribers to the Private Placement will hold approximately 4.3%, 87% and 8.7% of the common shares of the Company (or resulting issuer), respectively.

The Qualifying Transaction is not a non-arm's length transaction and, therefore, the Company is not required to obtain shareholder approval for the Qualifying Transaction. However, the Company intends to hold a special meeting of shareholders to approve certain matters ancillary to the Qualifying Transaction, including a consolidation of the common shares of the Company, approval of a new stock option plan and a change in its name to SHM Entertainment Inc. Following execution of the Definitive Agreement, the Company will prepare and file a filing statement in accordance with the CPC Policy, as soon as reasonably practicable.

Trading of the common shares of the Company is currently halted and trading will remain halted in accordance with Exchange policies until all required documentation with respect to the Qualifying Transaction has been received and the Exchange is otherwise satisfied that the halt should be lifted.

There can be no assurance that the Qualifying Transaction will be completed as proposed (or at all).

A press release with further particulars relating to the Qualifying Transaction will follow in accordance with the policies of the Exchange.

Completion of the Qualifying Transaction is subject to a number of conditions, including Exchange acceptance. Where applicable, the Qualifying 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.

Investors are cautioned that, except as disclosed in the management information circular to be 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.

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

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

The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the closing of the Qualifying Transaction and the anticipated benefits from the Qualifying Transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.

Contact Information

  • Wildlaw Capital CPC 2 Inc.
    Peter Schriber
    Chief Executive Officer
    +1 (604) 341-3371