Duckworth Capital Corp. and Goldspot Discoveries Inc. Announce TSXV Conditional Approval and Filing of Filing Statement

October 31, 2018 12:23 PM EDT | Source: EarthLabs Inc.

Toronto, Ontario--(Newsfile Corp. - October 31, 2018) - Duckworth Capital Corp. (TSXV: DUKE.P) ("Duckworth" or the "Company"), a Capital Pool Company, and Goldspot Discoveries Inc. ("Goldspot"), are pleased to announce that Duckworth has received conditional approval from the TSX Venture Exchange ("TSXV") for its previously announced Qualifying Transaction (as defined under TSXV Policy 2.4) with Goldspot whereby Duckworth will acquire all of the securities of Goldspot by way of a three-cornered amalgamation pursuant to the laws of Canada, Duckworth will change its name to "Goldspot Discoveries Corp." and the directors and management of Goldspot will become the directors and management of the resulting issuer upon completion of the Qualifying Transaction (the "Transaction"). Duckworth and Goldspot are also pleased to announce that Duckworth has filed its filing statement dated October 30, 2018 (the "Filing Statement") with respect to the Transaction. For further details with respect to the Transaction, please see the Filing Statement which is available under Duckworth's profile on SEDAR at www.sedar.com.

Assuming all conditions for closing are satisfied, it is expected that the Transaction will be completed on or around November 15, 2018. Duckworth received the approvals required from its shareholders to consolidate its common shares on a two for one basis, change its name to "Goldspot Discoveries Corp." and elect the directors of Goldspot in connection the Transaction on October 12, 2018, and Goldspot received the approvals required from its shareholders to complete the Transaction on September 7, 2018.

For further information please contact:

Carl Sheppard, President
Duckworth Capital Corp.
902-405-4600

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Duckworth to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Examples of such statements include the intention to complete the Qualifying Transaction. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the Amalgamation Agreement; satisfying the requirements of the TSXV with respect to the acquisition and the qualifying transaction; consumer interest in Duckworth's services and products; competition; and anticipated and unanticipated costs. While Duckworth anticipates that subsequent events and developments may cause its views to change, Duckworth specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Duckworth's views as of any date subsequent to the date of this press release. Although Duckworth has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking 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 forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Duckworth. Additional factors are noted under "Risk Factors" in Duckworth's initial public offering prospectus dated July 28, 2017, a copy of which may be obtained on the SEDAR website at www.sedar.com.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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