Toronto, Ontario–(Newsfile Corp. – June 22, 2021) – Reocito Capital Inc. (the “Company“) is pleased to announce that it intends to complete a non-brokered private placement of up to 50,000,000 Class A shares of the Company (“Class A Shares“) at a price of $0.003 per Class A Share, to raise aggregate gross proceeds of up to $150,000 (the “Offering“). The Offering is proposed to be completed pursuant to three partial revocation orders (each, a “Partial Revocation Order“) issued by the British Columbia Securities Commission (“BCSC“) and the Alberta Securities Commission (“ASC“) and the Autorité des Marches Financiers (the “AMF“) on June 21, 2021.
The Partial Revocation Order issued by the BCSC partially revoked a cease trade order that was issued by the Executive Director of the BCSC against the Company on May 11, 2009, (the “BC Cease Trade Order“), while the Partial Revocation Order issued by the ASC partially revoked a cease trade order that was issued by the ASC against the Company on August 20, 2009 (the “AB Cease Trade Order“) and the Partial Revocation Order issued by the AMF revoked a cease trade order made by the Director of Investment Funds and Continuous Information of the AMF on May 22, 2009 (the “QC Cease Trade Order“; and together with the BC Cease Trade Order and AB Cease Trade Order, the “Cease Trade Orders“). The Cease Trade Orders were issued against the Company as a result of the Company’s failure to file certain continuous disclosure documents.
The proceeds of the Offering will be applied towards, among other things, the following (i) accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents; (ii) filing fees associated with obtaining the Partial Revocation Orders and the full revocation order; (iii) legacy accounts payable; and (iv) working capital and general and administrative expenses. Completion of the Offering will allow the Company to prepare and file all outstanding continuous disclosure documents with the applicable regulatory authorities. Once those filings have been completed, the Company expects to apply for a full revocation of the Cease Trade Orders.
Each potential investor in the Offering will receive a copy of the Cease Trade Orders and each Partial Revocation Order, 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 Offering, will remain subject to the Cease Trade Orders until the Cease Trade Orders are fully revoked, and that the granting of the Partial Revocation Orders does not guarantee the issuance of full revocation orders in the future. In accordance with applicable securities legislation, all Common Shares issued pursuant to the Offering will be subject to a hold period of four months and one day from the closing date of the Offering. Further, Common Shares issued pursuant to the Offering may not be transferred until full revocation of the Cease Trade Orders, of which there is no guarantee.
ABOUT REOCITO CAPITAL INC.
The Company is a financial services company with no current activities or operations. The Company has ceased to carry on an active business and is presently engaged in identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
On behalf of the Board of Directors
Chief Executive Officer, Chief Financial Officer and Director
This press release may contain forward-looking statements including, but not limited to, comments regarding the timing and content of the Offering as well as the issuance, and if issued, the timing and content of, an order for the full revocation of the Cease Trade Orders. 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.
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