/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
TORONTO, May 1, 2024
/CNW/ - EVP Capital Inc. (TSXV: EVP.P) ("EVP Capital"), a
capital pool company ("CPC") listed on the TSX Venture
Exchange Inc. (the "Exchange"), is pleased to announce that
it has entered into a non-binding letter of intent dated
May 1, 2024 (the "LOI") with
Sharp Edge Labs, Inc. ("Sharp Edge"), a bioscience
therapeutics company. The LOI sets forth the basic terms and
conditions upon which Sharp Edge and EVP Capital will combine their
business operations resulting in a reverse takeover of EVP Capital
by Sharp Edge and its shareholders (the
"Proposed Transaction").
It is intended that the Proposed Transaction will
constitute the "Qualifying Transaction" of EVP Capital, as such
term is defined in Exchange Policy 2.4 - Capital Pool
Companies ("Policy 2.4"), resulting in the
combination of Shape Edge and EVP Capital, with the common shares
of the resulting issuer to the Proposed Transaction (the
"Resulting Issuer Shares") being listed on the
Exchange.
The acceptance of the LOI is being followed by good faith
negotiations of definitive documentation, which is intended to
proceed by way of statutory plan of arrangement or similar form of
transaction (the "Definitive Agreement") among the parties
setting forth the detailed terms of the Proposed Transaction,
including the basic understandings set out in the LOI and such
other terms and conditions as are customary for transactions of
similar nature and magnitude of the Proposed Transaction. The
Proposed Transaction is subject to satisfactory due diligence,
satisfaction by the parties of all applicable filing and listing
requirements pursuant to Policy 2.4 and acceptance and receipt of
all applicable regulatory, corporate and shareholder approvals,
including the approval of the Exchange.
Upon entering into the Definitive Agreement, a comprehensive
news release will be issued by EVP Capital disclosing details of
the Proposed Transaction, including any proposed financings,
financial information respecting Sharp Edge, the names and
backgrounds of all persons who will constitute insiders of the
Resulting Issuer, the issued and outstanding securities of each of
EVP Capital and Sharp Edge, the terms of the exchange of securities
of EVP Capital and Sharp Edge, the applicable security exchange
ratios, the details of any meetings of the shareholders of EVP
Capital and Sharp Edge required to approve the Proposed Transaction
and matters related thereto (as applicable), and other material
information respecting the Proposed Transaction.
Trading in the common shares of EVP Capital has been halted in
connection with the announcement of the Proposed Transaction. EVP
Capital expects that trading will remain halted pending closing of
the Proposed Transaction, subject to the earlier resumption upon
Exchange acceptance of the Proposed Transaction and the filing of
required materials in accordance with Exchange policies.
About EVP Capital
EVP Capital is a "capital pool company" within the meaning of
the policies of the Exchange that has not commenced commercial
operations and has no assets other than cash. The officers of EVP
Capital are Lorne Sugarman, Chief
Executive Officer and Secretary, and Edward
Jonasson, Chief Financial Officer. Except as specifically
contemplated in the Exchange's CPC policy, until the completion of
its Qualifying Transaction, EVP Capital will not carry-on business,
other than the identification and evaluation of companies, business
or assets with a view to completing a proposed Qualifying
Transaction.
Sharp Edge
Sharp Edge is a bioscience therapeutics company that seeks to
disrupt genetic disease markets with a platform for routinely
discovering small molecule that restore function of mutated
proteins and restore haploinsufficiencies in human genetic disease.
Sharp Edge has developed a computationally-aided experimental
pipeline: a combination of proprietary assay technologies,
computationally-selected screening libraries, and data analysis and
machine learning algorithms. Sharp Edge then uses cells derived
from patients in animal models to demonstrate functional
restoration, providing an accelerated and de-risked path into and
through the clinic.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements contained in this press release constitute
"forward-looking information" as such term is defined in applicable
Canadian securities legislation. The words "may", "would", "could",
"should", "potential", "will", "seek", "intend", "plan",
"anticipate", "believe", "estimate", "expect" and similar
expressions as they relate to the EVP Capital and Sharp Edge,
including the closing of the transactions contemplated herein, are
intended to identify forward-looking information. All statements
other than statements of historical fact may be forward-looking
information. Such statements reflect EVP Capital's current views
and intentions with respect to future events, and current
information available to EVP Capital, and are subject to certain
risks, uncertainties and assumptions. Material factors or
assumptions were applied in providing forward-looking information,
including but not limited to EVP Capital and Sharp Edge
entering into a Definitive Agreement and receiving approval
of the Proposed Transaction from the Exchange. Many factors could
cause the actual results, performance or achievements that may be
expressed or implied by such forward-looking information to vary
from those described herein should one or more of these risks or
uncertainties materialize. Should any factor affect EVP
Capital or Sharp Edge in an unexpected manner, or
should assumptions underlying the forward-looking information prove
incorrect, the actual results or events may differ materially from
the results or events predicted. Any such forward-looking
information is expressly qualified in its entirety by this
cautionary statement. Moreover, EVP Capital and Sharp
Edge do not assume responsibility for the accuracy or
completeness of such forward-looking information. The
forward-looking information included in this press release is made
as of the date of this press release and EVP Capital
undertakes no obligation to publicly update or revise any
forward-looking information, other than as required by applicable
law.
Reader
Advisory
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to Exchange acceptance and
if applicable, disinterested shareholder approval. Where
applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all. Investors are cautioned that, except as
disclosed in the listing statement or similar disclosure document
to be prepared in connection with the Proposed Transaction, any
information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of EVP Capital should
be considered highly speculative. The Exchange has not in any way
passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press
release.
The securities referred to in this news release have not been
and will not be registered under the United States Securities Act
of 1933, as amended, or any applicable state securities laws and
may not be offered or sold in the United
States absent such registration or an applicable exemption
from such registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction. Any public offering of securities
in the United States must be made
by means of a prospectus containing detailed information about the
Company and management, as well as financial statements.
Neither 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 release
SOURCE EVP Capital Inc.