Calgary, Alberta--(Newsfile Corp. - July 20, 2023) - Constellation Capital Corp. (TSXV: CNST.P) ("Constellation" or the "Corporation"), a capital pool company, is pleased to announce that it has completed its initial public offering of 6,800,000 common shares in the capital of the Corporation (the "Common Shares") at the price of $0.10 per Common Share for gross proceeds of $680,000 (the "Offering" or the "IPO"). On July 18, 2023, the TSX Venture Exchange (the "TSXV") issued a bulletin approving the listing of the Common Shares as of market open on July 20, 2023 and immediately halting trading pending completion of closing of the Offering. The Common Shares will begin trading under the trading symbol "CNST.P" on or about July 21, 2023.
As a result of the closing of the Offering, Constellation now has 12,000,000 Common Shares issued and outstanding, 5,200,000 of which are subject to escrow restrictions pursuant to policies of the TSXV.
Leede Jones Gable Inc. (the "Agent") acted as agent under the Offering. For its services, the Agent received a cash commission equal to 10% of the total gross proceeds of the IPO, a corporate finance fee and additional consideration consisting of agent's share purchase options in an amount equal to 10% of the Common Shares issued pursuant to the Offering registered in the name of the Agent or as the Agent may otherwise direct (the "Agent's Options"). Each Agent's Option will entitle the holder thereof to acquire one Common Share at an exercise price of $0.10 per Common Share up to July 20, 2025.
Concurrent with the closing of the Offering, the Corporation also granted options to acquire an aggregate of 680,000 Common Shares at an exercise price of $0.10 per Common Share to the directors and officers of the Corporation, which expire ten years from the date of grant. The Corporation previously issued 520,000 stock options to its current directors and officers, each of which entitle the holder to purchase one Common Share at $0.05 per Common Share until August 30, 2032, all of which are currently outstanding. For more information, please refer to the Corporation's prospectus dated April 21, 2023.
The net proceeds of the Offering will be used by the Corporation to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the Capital Pool Company program of the TSXV as disclosed in the Corporation's prospectus dated April 21, 2023.
The following individuals comprise Constellation's board of directors and management team: Dayton R. Marks (President, CEO, and Director), Roger M. Jewett (CFO and Director), O. Barry Holmes (Director) and C. David Goldreich (Director) and Robert J. Quinn (Director).
Tingle Merrett LLP acted as legal counsel to the Corporation and DS Lawyers Canada LLP acted as counsel to the Agent.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Constellation Capital Corp.
Dayton Marks, President and CEO
Telephone: (778) 347-2500
Email: daytonmarks@hotmail.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Corporation's stated use of proceeds and satisfaction of conditions and the resumption of trading of Constellation's common shares. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Constellation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
NOT FOR DISSEMINATION IN THE UNITED STATES
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