Vancouver, British Columbia–(Newsfile Corp. – December 13, 2022) – Coloured Ties Capital Inc. (TSXV: TIE) (“CTI” or the “Company“) announces today the commencement and terms of its previously announced substantial issuer bid (the “Offer“) under which the Company will offer to purchase for cancellation up to $3,375,000 of its outstanding common shares (the “Shares“). The Offer commences today and will expire on January 17, 2023, unless extended, varied or withdrawn. Settlement will occur on or about January 19, 2023

The Offer is being made by way of a “modified Dutch auction”, which will allow shareholders who choose to participate in the Offer to individually select the price, with a range of not less than $0.55 per Share and not more than $0.65 per Share (in increments of $0.01 per Share), at which they are willing to sell their Shares. Upon expiry of the Offer, the Company will determine the lowest purchase price (which will not be more than $0.65 per Share and not less than $0.55 per Share) (the “Purchase Price“) that will allow it to purchase the maximum number of Shares tendered to the Offer, and not withdrawn, having an aggregate purchase price not exceeding $3,375,000.

Shareholders who wish to participate in the Offer will be able to do so through (i) auction tenders in which they specify the number of Shares being tendered at a specific price per Share, or (ii) purchase price tenders in which they agree to have a specified number of Shares purchased at the purchase price to be determined pursuant to the auction and have their Shares considered as having been tendered at the minimum price of $0.55 for the purposes of determining the purchase price. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender. Shares can be tendered into the offer thru your broker and via Computershare. Simply instruct your broker how many shares you wish to tender, at what price (maximum $.65/share) and your broker will make the offer thru Computershare.

If the Offer would result in an aggregate purchase price of more than $3,375,000, the Company will purchase a pro-rated portion of the Shares so tendered pursuant to auction tenders at or below the Purchase Price and purchase price tenders (after giving preferential treatment to “odd lot” holders).

The Offer is optional for all shareholders, who are free to choose whether to participate, how many Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholders who do not deposit their Shares (or whose Shares are not repurchased under the Offer) will realize a proportionate increase in their equity interest in the Company, to the extent that Shares are purchased under the Offer.

The Offer will not be conditional upon any minimum number of Shares being tendered. The Offer will, however, be subject to other conditions and the Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Shares, certain events occur. The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents“) containing the terms and conditions of the Offer and instructions for tendering Shares have been filed with the applicable securities regulators and mailed to registered shareholders. The Offer Documents are available under the Company’s SEDAR profile at www.sedar.com.

Neither the Company nor its board of directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the Offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by the Company is being made only pursuant to the Offer Documents. Shareholders of the Company are urged to read the Offer Documents carefully and to consult with their own financial, tax and legal advisors prior to making any decision with respect to the Offer.

For further information please contact:

Coloured Ties Capital Inc.
Nancy Boufeas – Corporate Secretary
Email: [email protected]

Elissa Rojo
Computershare
Relationship Manager > Client Services
T 1 403 267 6894
F 1 403 267 6529 Toll Free 1 866 331 6360 ext 2243894
800, 324 – 8 Avenue SW
Calgary, AB T2P 2Z2
www.computershare.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.

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including regarding the timing and completion of the Offer. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking information is based on a number of assumptions is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s most recent management’s discussion and analysis. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/147833