AUKA CAPITAL CORP. ANNOUNCES TSXV CONDITIONAL APPROVAL AND FILING OF A FILING STATEMENT

AUKA CAPITAL CORP. ANNOUNCES TSXV CONDITIONAL APPROVAL AND FILING OF A FILING STATEMENT

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, Nov. 21, 2024 /CNW/ - Auka Capital Corp. ("Auka") (TSXV: AUK.P) a capital pool company ("CPC") as defined under Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange"), is pleased to announce that the Exchange has conditionally approved Auka's previously announced business combination (the "Transaction") with Dr. Phone Fix Canada Limited ("DPF"), constituting Auka's proposed "Qualifying Transaction", in accordance with Policy 2.4, pursuant to the terms of an Amended and Restated Business Combination Agreement between Auka and DPF, dated November 7, 2024.

In connection with the Transaction, Auka has filed, on its SEDAR+ profile at www.sedarplus.ca, its filing statement dated November 14, 2024 (the "Filing Statement"), which describes the Transaction and certain other related transactions which will occur prior to or in connection with the Transaction.

Further details on Auka, DPF and the terms of the Transaction can also be found in Auka's previous press releases dated July 16, 2024 and November 8, 2024.

Additional Information

In accordance with Policy 2.4, Auka's common shares are currently halted from trading on the Exchange and will remain so until such time as the Exchange determines, which is anticipated to be in Q1 of 2025, upon completion of the Transaction and the Exchange's issuance of its bulletin announcing its final approval of the Qualifying Transaction (the "Final Exchange Bulletin").

Auka will issue a further press release on the date that the Exchange issues the Final Exchange Bulletin, which will be the date that trading of the common shares of the resulting company following completion of the Transaction (the "Resulting Issuer") is expected to commence on the Exchange.

ABOUT AUKA

Auka is a capital pool company that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Policy 2.4, until the completion of its Qualifying Transaction, Auka will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, receipt of requisite regulatory approvals, completion of the related brokered private placement financing for subscription receipts of DPF (the "Private Placement") and if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals, and any ancillary matters thereto, are 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 Filing Statement, 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.

Forward-Looking Information Cautionary Statement

This news release includes forward-looking information ("forward-looking information") within the meaning of Canadian securities laws regarding Auka and the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion, and the terms and conditions, of the Transaction, the receipt of the Final Exchange Bulletin, the satisfaction of conditions to closing and the commencement of trading of the common shares of the Resulting Issuer on the Exchange. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes", "estimates" or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each respective entity believes that the assumptions underlying the forward-looking information as applicable to them or their respective businesses or the Transaction are reasonable, such forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Auka and Resulting Issuer to be materially different from those expressed or implied by such forward-looking information and may prove to be incorrect. The forward-looking information, events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including the risk that DPF and Auka may not obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction, risks of the industry in which DPF operates, failure to obtain regulatory or shareholder approvals, general business, economic, competitive, political and social uncertainties, any estimated amounts, timing of the Private Placement, the equity markets generally and risks associated with growth, general capital market conditions and market prices for securities and the market conditions of the refurbished device and device repair industry in general, competition, and changes in legislation affecting Auka, DPF and the Resulting Issuer. Although Auka and DPF have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking information contained herein. No statements comprising forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and Auka and DPF undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Auka Capital Corp.