GTA Financecorp Inc. Announces Closing of Asset Sale to CBLT Inc. and Dividend
Burlington, Ontario--(Newsfile Corp. - March 19, 2019) - GTA Financecorp Inc. (formerly known as GTA Resources and Mining Inc.) ("GTA") announces it has closed on the previously announced sale of all of its mining assets to CBLT Inc. ("CBLT"), in consideration of the issuance of 21 million shares and 21 million warrants (the "Payment Securities") from CBLT's treasury.
There is a four month and a day hold period on the Payment Securities. GTA's board has authorized the declaration of a one-time dividend (the "Dividend") to GTA shareholders of all the Payment Securities on a pro rata basis. The record date for the Dividend is March 18, 2019 and the distribution date is July 19, 2019. This means every GTA shareholder will retain its existing GTA shares and on or about July 19, 2019 will also receive CBLT shares and warrants.
In accordance with the resolutions passed at the January 7, 2019 shareholder meeting, GTA has changed its name to "GTA Financecorp Inc." and has consolidated its common shares on a 1-new-for-50-old basis. New CUSIP and ISIN numbers have been obtained. To the best of its knowledge GTA continues to be in compliance with all terms of the previously disclosed Loan (see GTA press release of October 17, 2018 for details on the Loan).
GTA's board is actively reviewing possible merger or acquisition targets, and has been focusing mainly on targets in the USA-cannabis industry although not exclusively. No such target has yet been identified. Assuming a viable target is identified and reasonable terms with such target are reached, it is GTA's intention that its shares be relisted as soon as possible on a Canadian stock exchange that permits a reporting issuer to hold an equity interest in a USA-based cannabis company. There is no guarantee that GTA will be able to find such a target or reach reasonable terms with such target, or that GTA in combination with the target can raise sufficient financing to execute the target's business plan.
There are risks to attempting to enter this market, including but not limited to foreign exchange risk, the costs of identifying a reasonable target, the costs of carrying out an effective due diligence review of a target or targets, regulatory and enforcement risks in a foreign jurisdiction and the risk that third-party service providers may withdraw or refuse to provide services to GTA. While decriminalized in many states, cannabis is illegal under US federal law and enforcement of such federal law is a significant risk.
Risks specific to the target will be disclosed when available. If GTA enters this market, it intends to comply with the disclosure requirements in CSA Staff Notice 51-352 (Revised) Issuers with U.S. Marijuana-Related Activities.
On behalf of the board of directors
GTA Financecorp Inc.
"Peter M. Clausi"
Director and CEO
No stock exchange nor any Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.
This press release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Important factors that could cause actual events and results to differ materially from the Company's expectations include those related to legislative risk in Canada and abroad, an inability to source and reach terms with a reasonable counterparty, an inability to raise further or sufficient capital, market fluctuations in prices for securities of delisted companies, and currency risk. Trading in the securities of the Company should be considered highly speculative. All of the Company's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.
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