Nebo Capital Corp. Provides Further Details of Qualifying Transaction with Fusion Agiletech Partners Inc.

March 28, 2018 6:27 PM EDT | Source: Quisitive Technology Solutions, Inc.

Toronto, Ontario--(Newsfile Corp. - March 28, 2018) - Nebo Capital Corp (NEX: NBO.H) ("Nebo") is pleased to provide further details with respect to its previously announced proposed transaction with Fusion Agiletech Partners Inc., a privately held corporation existing under the laws of Ontario ("Fusion"), which will result in a reverse take-over of Nebo by the shareholders of Fusion (the "Transaction").

Fusion, through its wholly-owned US subsidiary Quisitive, LLC ("Quisitive"), plans to build one of North America's largest capabilities in customer-oriented information technology solutions, specializing in transformative technologies including blockchain, cloud and agile software development. Set forth below is certain summary financial information derived from the audited financial statements of Quisitive for the fiscal years ended December 31, 2016 and 2017:

DescriptionYear Ended December 31, 2017
 (US$)
Year Ended December 31, 2016
 (US$)
Revenue$14,019,577$24,868,380
Total Cost of Sales$9,314,740$15,435,713
Total Operating Expenses$5,814,614$7,105,411
Net Other Profit (Expense)($1,719,294)($540,984)
Net Profit (Loss)($2,829,071)$1,786,272
At December 31, 2017
(US$)
At December 31, 2016
(US$)
Total Non-Current Assets$8,181,889$7,424,412
Total Current Assets$1,940,374$3,749,376
Total Liabilities$8,922,749$7,055,203
Total Liabilities and Members' Equity$10,122,263$11,173,788

 

Set forth below is certain summary financial information derived from the audited financial statements of Fusion for the period from the date of incorporation of Fusion (February 8, 2017) to December 31, 2017:

DescriptionPeriod from February 8, 2017 to December 31, 2017
Revenue-
Total Cost of Sales-
Total Operating Expenses-
Net Other Profit (Expense)-
Net Profit (Loss)-
At December 31, 2017
Total Non-Current Assets-
Total Current Assets$1
Total Liabilities-
Total Liabilities and Shareholders' Equity$1

 

Upon completion of the Transaction, all directors and officers of Nebo shall resign and be replaced by nominees of Fusion. The board of directors of the combined entity resulting from the Transaction (the "Resulting Issuer") is expected to be comprised of Mike Reinhart, Gord McMillan, Dave Guebert and a fourth director to be determined. For biographical information concerning Messrs. Reinhart, McMillan and Guebert, please refer to the press release of Nebo dated February 22, 2018 available on SEDAR at www.sedar.com. Mr. Reinhart will also be appointed as the President and Chief Executive Officer of the Resulting Issuer at closing, and a Chief Financial Officer will also be appointed who has yet to be identified. Further details of the fourth director and Chief Financial Officer will be disseminated as soon as available.

To the knowledge of Fusion, the only person who holds more than 10% of the voting securities of Fusion currently outstanding is Mike Reinhart.

No non-arm's length parties of Nebo have any interest in Fusion or its assets, nor do they have any relationship with any non-arm's length parties of Fusion. The Transaction remains subject to various conditions, including the approval of the TSX Venture Exchange and approval of the shareholders of Fusion.

Further Information

For further information concerning the Transaction, please refer to the press release of Nebo dated February 22, 2018 available on SEDAR at www.sedar.com. All information contained in this news release with respect to Nebo and Fusion was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction, please contact:

Neil Halldorson, President and Chief Executive Officer, Nebo Capital Corp.

Telephone: (604) 689-1428
Email: nhalldorson@gmail.com

Richard Graham, Nebo Capital Corp.

Telephone: (604) 689-1428
Email: graham@earlston.ca

Mike Reinhart, Chief Executive Officer, Fusion.

Telephone: (972) 536-1025
Email: mike.reinhart@fusionagiletech.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the 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 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Nebo and Fusion assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

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