MONTREAL, QC / ACCESSWIRE / March 24, 2023 / World Outfitters Corporation Safari Nordik ('WOC') or the 'Company') is pleased to announce that the Autorité des marchés financiers ('AMF') and the Ontario Securities Commission ('OSC') have issued a partial revocation order on March 16, 2023 (the 'Partial Revocation') announcing the cease trader order issued against the Company on April 19, 2011 (the 'CTO') for failing to file certain outstanding continuous disclosure documents. The Partial Revocation permits the Company to complete a private placement transaction (the 'Private Placement') for the purpose of filing continuous disclosure documents, accounting, auditing, transfer agent, corporate service providers, filing fees and the application for a full revocation of the CTO. On April 21, 2021, the British Columbia Securities Commission (the 'BCSC') and the Alberta Securities Commission (the 'ASC') issued their revocation order and variation order, respectively.
The Partial Revocation of the CTO was pursued in order to be able to complete the Private Placement of up to 480,000,000 common shares at a price of C$0.0005 per common share. The Transaction will be conducted on a prospectus exempt basis with subscribers who satisfy the requirements of sections 2.3 (Accredited Investor) of National Instrument 45-106 Prospectus Exemptions ('NI 45-106').
Prior to completion of the Private Placement, each participant will receive a copy of the CTO and the Partial Revocation, and will be required to provide an acknowledgement to the Company that all of the Company's securities, including the common shares issued in connection with the Private Placement, will remain subject to the CTO until such orders are fully revoked, and that the granting of the Partial Revocation by the AMF, OSC, ASC and BCSC do not guarantee the issuance of a full revocation order in the future. In addition, all common shares issued pursuant to the Private Placement will be subject to a hold period of four months and a day from the closing date of the Private Placement.
The Partial Revocation will terminate on the earlier of: (i) the completion of the Private Placement, and (ii) May 15, 2023, being 60 days from the date on which the Partial Revocation orders were issued. There can be no assurances that the Private Placement, will be completed on the terms set out herein, or at all, or that the proceeds of the Private Placement will be sufficient for the purposes of the Company.
The Company will proceed in an application for a full revocation of the CTO in order to complete a reverse take-over or other form of business combination.
The Company wile file a Material Change Report on SEDAR.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Common Shares that Smartcool intends to sell will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as that term is defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For more information, please contact:
World Outfitters Corporation Safari Nordik
4300 - 800 rue du Square-Victoria
Montréal QC H4Z 1H1
Michel Lebeuf Jr., Corporate Secretary
This press release may contain forward-looking statements including, but not limited to, comments regarding the timing, content, and use of proceeds of the Private Placement, and the Company's expectation to apply for a full revocation of the Cease Trade Order. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statement.
SOURCE: World Outfitters Corporation Safari Nordik
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