(TheNewswire)
VANCOUVER, BC – TheNewswire - February 27, 2023 –Hopefield Ventures Inc. ( TSXV:HVI.P ) (“ Hopefield ”) andCyberCatch Holdings, Inc. (“ CyberCatch ”) are pleased to announce thatthey have received conditional approval from the TSX Venture Exchange(the “ Exchange ”) in respect of Hopefield’s proposed acquisition ofCyberCatch (the “ Transaction ”).
As previously disclosed in its news release datedDecember 9, 2023, Hopefield has entered into an amalgamation agreement(the “ AmalgamationAgreement ”) with CyberCatch and 1390090 BCLtd., a wholly-owned subsidiary of Hopefield. Pursuant to theAmalgamation Agreement, Hopefield will, among other things, acquireall of the issued and outstanding securities of CyberCatch. TheTransaction has been conditionally approved by the Exchange and isexpected to close in March 2023. It isanticipated that the Transaction will constitute a reverse takeoverand Hopefield’s “Qualifying Transaction” under Policy 2.4 –Capital Pool Companies of the Corporate Finance Manual of theExchange.
Completion of the Transaction is subject to a number ofconditions, including the receipt of final approval from the Exchange.Trading in the common shares of Hopefield is presently halted and willremain halted until completion of the Transaction.
Filing Statement
In connection with the Transaction and in compliancewith the policies of the Exchange, Hopefield will file on SEDAR afiling statement which will contain details regarding theTransaction.
Bridge Loan
Hopefield is also pleased to announce that it hasentered into a loan agreement (the “ Loan Agreement ”)with CyberCatch. Pursuant to the Loan Agreement, Hopefield has agreedto advance to CyberCatch a secured loan in the amount of $250,000 (the“ Loan Amount ”). The Loan Amount will be used by CyberCatch for generalworking capital and operating purposes.
In the event that the Amalgamation Agreement isterminated, the Loan Amount will be due and repayable by CyberCatchwithin thirty days of such termination.
About Hopefield
Hopefield is a “capital pool company” within themeaning of the policies of the Exchange that has not commencedcommercial operations and has no assets other than cash. Except asspecifically contemplated in the Exchange's CPC policy, until thecompletion of its Qualifying Transaction (as defined under the policies of the Exchange) ,Hopefield will not carry on business, other than the identificationand evaluation of companies, business or assets with a view tocompleting a proposed Qualifying Transaction.
For further information, pleasecontact:
Mark Binns, Chief Executive Officer
Telephone: (604) 681-0084
Email: mark.binns1@gmail.com
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.
This news release may containcertain “Forward-Looking Statements” as defined under applicableCanadian securities laws. When or if used in this news release, thewords “anticipate”, “believe”, “estimate”, “expect”,“target, “plan”, “forecast”, “may”, “schedule” andsimilar words or expressions identify forward-looking statements orinformation. These forward-looking statements or information mayrelate to: the timing of the Transaction and completion thereof;approvals required from the Exchange; advancement of the Loan Amount;and repayment of the Loan Amount.
Forward-looking information is basedupon certain material assumptions that were applied in drawing aconclusion or making a forecast or projection, including management'sperceptions of historical trends, current conditions and expectedfuture developments, as well as other considerations that are believedto be appropriate in the circumstances. While management of Hopefieldconsiders these assumptions to be reasonable based on informationcurrently available, there is no assurance that such expectations willprove to be correct. By its nature, forward-looking information issubject to inherent risks and uncertainties that may be general orspecific and which give rise to the possibility that expectations,forecasts, predictions, projections or conclusions will not prove tobe accurate, that assumptions may not be correct and that objectives,strategic goals and priorities will not be achieved. Among the keyfactors that could cause actual results to differ materially fromthose projected in the forward-looking information include: theability to consummate the Transaction; the ability to obtain requisiteregulatory and security holder approvals and to satisfy otherconditions to the consummation of the Transaction on the terms and atthe times proposed; the impact of the announcement or consummation ofthe Transaction on relationships; changes in general economic,business and political conditions, including changes in the financialmarkets; changes in applicable laws; changes in government regulationand regulatory compliance; and the diversion of management time on theTransaction. Should one or more of these risks, uncertainties or otherfactors materialize, or should assumptions underlying theforward-looking information or statements prove incorrect, actualresults may vary materially from those described herein as intended,planned, anticipated, believed, estimated or expected. Readers arecautioned to consider these and other factors, uncertainties andpotential events carefully and not to put undue reliance onforward-looking information.
The forward-looking informationcontained in this news release is stated as of the date of this newsrelease. Hopefield does not intend, and does not assume anyobligation, to update these forward-looking statements or informationto reflect changes in assumptions or changes in circumstances or anyother events affecting such statements and information other than asrequired by applicable laws, rules and regulations.
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