Reem Capital Corp. Extension of Letter of Intent

Calgary, Alberta–(Newsfile Corp. – December 29, 2022) – Reem Capital Corp. (TSXV: REEM.P) (“Reem“) announces that, further to its press release of April 4, 2022, Reem and Kalron Holdings Ltd. (“Kalron“), a corporation formed under the laws of Israel, have entered into an amending agreement dated December 29, 2022, with effect as of July 31, 2022, (the “Amending Agreement“) to extend the deadline for Reem and Kalron to complete a proposed arm’s length business combination to ultimately form the Resulting Issuer, as such term is defined in the policies of TSX Venture Exchange (the “Exchange“), who will continue on the business of Kalron (the “Transaction“) pursuant to a letter of intent dated April 1, 2022 between Reem and Kalron (the “LOI“). Pursuant to the Amending Agreement, among other things, Reem and Kalron have extended the date by which the Transaction is required to be completed from July 31, 2022 to March 31, 2023. Reem intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.

For further information regarding the LOI and Transaction outlined therein, please refer to the press release of Reem dated April 4, 2022 which can be found at www.sedar.com.

Further Information

Reem will provide further details in respect of the Transaction in due course by way of press release.

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 Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:

Reem Capital Corp.
Jonathan Held, Chief Financial Officer
Email: jheld@aloefinance.com

Forward-Looking Information

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable securities laws. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “believe”, “estimate”, “expect”, “intend”, “projected” or variations of such words and phrases or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Transaction will be completed on the terms set out in the LOI or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Reem disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Neither the Exchange nor its Regulation Services Provider (as such term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Neither the Exchange nor its Regulation Services Provider (as such term is defined in the policies of the Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/149834