/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
CALGARY,
AB, Nov. 21, 2024 /CNW/ - Auka Capital Corp.
("Auka") (TSXV: AUK.P) a capital pool company ("CPC")
as defined under Policy 2.4 – Capital Pool Companies
("Policy 2.4") of the TSX Venture Exchange (the
"Exchange"), is pleased to announce that the Exchange has
conditionally approved Auka's previously announced business
combination (the "Transaction") with Dr. Phone Fix Canada
Limited ("DPF"), constituting Auka's proposed "Qualifying
Transaction", in accordance with Policy 2.4, pursuant to the terms
of an Amended and Restated Business Combination Agreement between
Auka and DPF, dated November 7,
2024.
In connection with the Transaction, Auka has filed, on its
SEDAR+ profile at www.sedarplus.ca, its filing statement dated
November 14, 2024 (the "Filing
Statement"), which describes the Transaction and certain other
related transactions which will occur prior to or in connection
with the Transaction.
Further details on Auka, DPF and the terms of the Transaction
can also be found in Auka's previous press releases dated
July 16, 2024 and November 8, 2024.
Additional Information
In accordance with Policy 2.4, Auka's common shares are
currently halted from trading on the Exchange and will remain so
until such time as the Exchange determines, which is anticipated to
be in Q1 of 2025, upon completion of the Transaction and the
Exchange's issuance of its bulletin announcing its final approval
of the Qualifying Transaction (the "Final Exchange
Bulletin").
Auka will issue a further press release on the date that the
Exchange issues the Final Exchange Bulletin, which will be the date
that trading of the common shares of the resulting company
following completion of the Transaction (the "Resulting
Issuer") is expected to commence on the Exchange.
ABOUT AUKA
Auka is a capital pool company that has not commenced commercial
operations and has no assets other than cash. Except as
specifically contemplated in Policy 2.4, until the completion of
its Qualifying Transaction, Auka will not carry on business, other
than the identification and evaluation of businesses or assets with
a view to completing a proposed Qualifying Transaction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
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
Exchange has in no way passed upon the merits of the Transaction
and has neither approved nor disapproved the content of this press
release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance,
receipt of requisite regulatory approvals, completion of the
related brokered private placement financing for subscription
receipts of DPF (the "Private Placement") and
if applicable, pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approvals, and any
ancillary matters thereto, are 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
Filing Statement, 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.
Forward-Looking Information Cautionary Statement
This news release includes forward-looking information
("forward-looking information") within the meaning of
Canadian securities laws regarding Auka and the Resulting Issuer
and their respective businesses, which may include, but is not
limited to, statements with respect to the completion, and the
terms and conditions, of the Transaction, the receipt of the Final
Exchange Bulletin, the satisfaction of conditions to closing and
the commencement of trading of the common shares of the Resulting
Issuer on the Exchange. Often, but not always, forward-looking
information can be identified by the use of words such as "plans",
"is expected", "expects", "scheduled", "intends", "contemplates",
"anticipates", "believes", "proposes", "estimates" or variations of
such words and phrases, or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved. Such statements are based on the current
expectations and views of future events of the management of each
entity, and are based on assumptions and subject to risks and
uncertainties. Although the management of each respective entity
believes that the assumptions underlying the forward-looking
information as applicable to them or their respective businesses or
the Transaction are reasonable, such forward-looking information is
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of Auka and Resulting Issuer to be materially
different from those expressed or implied by such forward-looking
information and may prove to be incorrect. The forward-looking
information, events and circumstances discussed in this release may
not occur by certain specified dates or at all and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including the risk that DPF
and Auka may not obtain all requisite approvals for the
Transaction, including the approval of the Exchange for the
Transaction, risks of the industry in which DPF operates, failure
to obtain regulatory or shareholder approvals, general business,
economic, competitive, political and social uncertainties, any
estimated amounts, timing of the Private Placement, the equity
markets generally and risks associated with growth, general capital
market conditions and market prices for securities and the market
conditions of the refurbished device and device repair industry in
general, competition, and changes in legislation affecting Auka,
DPF and the Resulting Issuer. Although Auka and DPF have attempted
to identify important factors that could cause actual actions,
events or results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on any forward-looking information contained herein. No
statements comprising forward-looking information can be
guaranteed. Except as required by applicable securities laws,
forward-looking information contained herein speak only as of the
date on which they are made and Auka and DPF undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
Neither the 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 news
release.
SOURCE Auka Capital Corp.