Shine Box Capital Corp. Announces Amended and Restated Letter of Intent for Proposed Business Combination with Interfield Solutions Ltd.
Calgary, Alberta--(Newsfile Corp. - September 14, 2021) - Shine Box Capital Corp. (TSXV: RENT.P) ("Shine Box") is pleased to announce that it has entered into an amended and restated non-binding letter of intent (the "Amended and Restated LOI") dated September 10, 2021 with Interfield Solutions Ltd. ("Interfield"), to amend certain terms of the previously announced letter of intent between the parties dated June 9, 2021 (the "LOI"), regarding their mutual intent to enter into a business combination (the "Transaction"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for a Tier 2 Technology issuer under the policies of the TSX Venture Exchange (the "TSXV").
Pursuant to the previously terms of the LOI, the parties were to use their best efforts to settle and execute a definitive agreement (the "Definitive Agreement") on or before September 10, 2021, or such later date as may be mutually agreed to by both parties. The Amended and Restated LOI extended this date to October 25, 2021. All other terms of the LOI previously announced will remain the same.
General Information on Shine Box
Shine Box was incorporated under the Canada Business Corporations Act and has a head office in Calgary, Alberta. Shine Box is a "Capital Pool Company" under the policies of the TSXV and it is intended that the Transaction will constitute the "Qualifying Transaction" of Shine Box, as such term is defined in TSXV Policy 2.4 - Capital Pool Companies. The common shares of Shine Box ("Shine Box Common Shares") are currently listed on the TSXV and Shine Box is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
Shine Box currently has 6,000,000 Shine Box Common Shares issued and outstanding and securities exercisable or exchangeable into 900,000 Shine Box Common Shares, being: (i) 600,000 directors and officers options exercisable at a price of $0.10 per Shine Box Common Share (the "Shine Box Stock Options") and (ii) 300,000 broker warrants exercisable at $0.10 per Shine Box Common Share (the "Shine Box Warrants"). It is expected that the directors and officers of Shine Box will exercise the 600,000 Shine Box Stock Options in connection with the Transaction.
General Information on Interfield
Interfield was incorporated under the International Business Companies Act, 1994 of the Republic of the Seychelles in June 2014 and is based in Dubai, United Arab Emirates. Interfield carries on a software development business that provides data management and marketplace solutions for numerous business segments worldwide including oil and gas, mining, agriculture, maritime, retail, banking and government institutions, for the purposes of increasing efficiency, improving overall performance and lowering costs through online and offline software applications. Interfield's primary commercial products include a data management tool that allows industrial companies to access real-time information and in-depth analytics of their operations. Interfield also operates "Equipment Hound", an online marketplace allowing industrial equipment suppliers and customers to transact. Interfield also offers web application development, mobile application development and enterprise development solutions.
As part of a pre-Transaction restructuring it is expected that Interfield will either continue from the Republic of the Seychelles into the Province of Alberta, or alternatively, complete a restructuring transaction that will result in an Alberta incorporated parent company being the transacting party to the Transaction, such structuring to be determined following input from legal and tax advisors.
Conditions of the Transaction
Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Shine Box and Interfield; (ii) receipt of all required approvals and consents relating to the Transaction, including without limitation all approvals of the shareholders of Shine Box and Interfield, as required by the TSXV and under applicable corporate or securities laws; (iii) completion of the Private Placement; and (iv) the TSXV's approval for listing the Resulting Issuer Shares.
Trading of the securities of Shine Box will be halted until the completion of the Transaction.
If and when a Definitive Agreement is executed, Shine Box will issue a subsequent press release in accordance with the policies of the TSXV containing details of the Definitive Agreement and additional terms of the Transaction including information relating to sponsorship, summary financial information in respect of Interfield, and to the extent not contained in this press release, additional information with respect to the Private Placement, history of Interfield and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Transaction.
For further information please contact:
Shine Box Capital Corp.
Interfield Solutions Ltd.
Suite 910 Yes Business Centre
Al Barsha 1, Dubai UEA
Phone: +971 04 551 6795
All information in this press release relating to Interfield is the sole responsibility of Interfield.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, 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.
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction. The information about Interfield contained in the press release has not been independently verified by Shine Box. Although Shine Box believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Shine Box can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, and that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on Shine Box's due diligence (which is going to be limited as Shine Box intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Shine Box and Interfield. The statements in this press release are made as of the date of this release. Shine Box undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Shine Box, Interfield, their securities, or their respective financial or operating results (as applicable).
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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/96499
News Provided by Newsfile Corp.