(TheNewswire)
Toronto, Ontario – TheNewswire - February 2, 2024 – Cuspis Capital III Ltd. (TSXV:CIII.P) (“ Cuspis ” or the “ Corporation ”), acapital pool company as defined under TSX Venture Exchange(“ TSXV ” or the “ Exchange ”) Policy 2.4 – Capital Pool Companies (“ Policy2.4 ”), is pleased to announce that, further to its news release of December 22,2023, regarding the receipt of conditional acceptance from the TSXV inrespect of its previously announced "Qualifying Transaction"pursuant to Policy 2.4 - Capital Pool Companies with CytophageTechnologies Inc. (" Cytophage ") (the " Transaction "),the Corporation has filed a filing statement dated January 30, 2024prepared in connection with the Transaction (the " Filing Statement ") on the Corporation’s SEDAR+ profile at www.sedarplus.ca . Following thecompletion of the Transaction, the Corporation (the " Resulting Issuer ") will carry on the business of Cytophage and changeits name to "Cytophage Technologies Ltd."
The completion of the Transaction is subject to anumber of conditions, including, but not limited to, receipt of allrequired regulatory approvals, including final approval of the TSXVand satisfaction of other customary closing conditions. Assuming allconditions are satisfied, closing of the Transaction is expected tooccur on or about February 2, 2024, or such other date as may bedetermined. Upon completion of the proposed Qualifying Transaction,the Corporation is expected to meet all of the minimum listingrequirements of the Exchange for a Tier 2 Technology issuer.
Trading of the Corporation’s shares will remainhalted until such time as the TSXV may determine, having regard to thecompletion of certain requirements pursuant to the CPC Policy.
Further details of the Transaction will follow infuture news releases.
For more information regarding Cuspis, please contactWilliam Ollerhead, the Chief Executive Officer of the Corporation.
William Ollerhead, CEO
Cuspis Capital III Ltd.
(416) 214-0876
There can be no assurance that theQualifying Transaction will be completed as proposed or at all. TheTSXV has in no way passed upon the merits of the Transaction and hasneither approved nor disapproved the contents of this news release. Neither the TSX VentureExchange nor its Regulation Services Provider (as that term is definedin the policies of the TSX Venture Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING INFORMATION:
This news release contains“forward-looking information” and “forward-looking statements”(collectively, “ forward-looking statements ”) within the meaning of applicableCanadian securities legislation. All statements, other than statementsof historical fact, are forward-looking statements and are based onexpectations, estimates and projections as at the date of this news release. Any statement thatinvolves discussions with respect to predictions, expectations,beliefs, plans, projections, objectives, assumptions, future events orperformance (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” orvariations 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 ofhistorical fact and may be forward-looking statements. In this newsrelease, forward-looking statements relate, among other things, to:the Transaction and certain terms and conditions thereof; thecompletion of the Transaction; final approval of the Transaction bythe Exchange; and the resumption of trading as a Tier 2 TechnologyIssuer. Forward-looking statements are necessarily based upon a numberof estimates and assumptions that, while considered reasonable, aresubject to known and unknown risks, uncertainties, and other factorswhich may cause the actual results and future events to differmaterially from those expressed or implied by such forward-lookingstatements. Such factors include, but are not limited to: generalbusiness, economic, competitive, political and social uncertainties;and the delay or failure to receive shareholder, director orregulatory approvals. There can be no assurance that such statementswill prove to be accurate, as actual results and future events coulddiffer materially from those anticipated in such statements.Accordingly, readers should not place undue reliance on theforward-looking statements and information contained in this newsrelease. Except as required by law, Cuspis assumes no obligation toupdate the forward-looking statements of beliefs, opinions,projections, or other factors, should they change, except as requiredby law.
This news releasedoes not constitute an offer to sell, or a solicitation of an offer tobuy, any securities in the United States. The Corporation’ssecurities have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended (the "U.S. SecuritiesAct") or any state securities laws and may not be offered or soldwithin the United States or to U.S. Persons unless registered underthe U.S. Securities Act and applicable state securities laws or anexemption from such registration is available.
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