Montreal, QC, October 17, 2017 – Cortina Capital Corp. (TMXV: CCN.P) (“Cortina” or the “Company”) wishes to provide an update with respect to its contemplated Qualifying Transaction with Ecolomondo Corporation Inc. and the concurrent financing (the “Financing”), which differs from the information contained in the Information Circular dated August 18, 2017 and filed on SEDAR by the Corporation. The financing will finally consist of (i) a brokered private placement totalling an amount of $1,853,175 by the issuance of 5,294,782 Units, as this term is defined in the Information Circular and (ii) a non-brokered portion totalling an amount of $493,789 by the issuance of 1,410,826 Units, as this term is defined in the Information Circular for total gross proceeds of $2,346,964 by the issuance of 6,705,608 Units.
To be consistent with the increased amount of the Financing, Cortina wishes to also provide an update as to the relevant section of the Information Circular:
- Available funds and principal purposes (page 18 & 119): the chart shall not provide any “Minimum” or “Maximum” column and shall be read as follows:
|Source of funds||Funds Available|
|Cortina Working Capital as of July 31, 2017||$675,381|
|Ecolomondo Working Capital as of July 31, 2017(||($1,682,763)|
|Gross Proceeds from the Financing||$2,346,964|
|Advances of Ecolomondo converted to common shares||$500,000|
|Payment of advances to be deferred 24 months||$1,286,415|
|Total available funds||$3,125,997|
- Use of funds (pages 18, 19 &120): the chart shall not provide any “Minimum” or “Maximum” column and shall be read as follows:
|Use of Funds||Following completion of the Financing|
|Qualifying Transaction Fees (including legal fees and fees related to the Meeting)||$100,000|
|General & Administrative expenses||$813,400|
|Commercialization Fees (including CSA certification of the flare system and Commercializing Contrecoeur Facility)||$174,400|
|Listing Fees and Maintenance||$30,525|
|Unallocated working capital||$1,390,647|
- Pro Forma Consolidated Capitalization (pages 117): the chart shall not provide any “Minimum” or “Maximum” column and shall be read as follows:
|Designation of Security||Amount authorized or to be authorized||Amount outstanding after giving effect to the Financing||Amount outstanding after giving effect to the Transaction and the Financing|
|Common Shares without par value||Unlimited||20,515,608||175,844,398|
- Fully Diluted Share Capital (pages 117 & 118): the chart shall not provide any “Minimum” or “Maximum” column and shall be read as follows:
|Categories of Securities||Amount
|Common Shares of Cortina currently issued and outstanding||13,810,000|
|Common Shares reserved as options for former directors and officers of Cortina||1,381,000|
|Common Shares reserved as options for proposed directors and officers of the Resulting Issuer (10% of the Issued & outstanding share capital of the Resulting Issuer)||17,584,440|
|Common Shares to be issued pursuant to the Financing
– Common Shares
– Underlying Common Shares
|Common Shares reserved as options for agents:
– Agent’s Warrant
– Broker Warrant
|Common Shares to be issued pursuant to the Transaction||155,328,790|
Cortina is a capital pool company (as this term is defined in the Exchange Policy 2.4). The Company is engaged in the identification and evaluation of assets or businesses with a view of completing a Qualifying Transaction. Cortina is a “reporting issuer” in the Provinces of Quebec, British Columbia and Alberta.
For further information:
|Mr. Steve Forget
President and Chief Executive Officer, Cortina Capital Corp.
|Mr. Eliot Sorella
President and Chief Executive Officer, Ecolomondo Corporation Inc.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholders approval. Where applicable, the transaction cannot close until the required shareholders 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.
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.