Press Release Regarding Early Warning Report This
Post# of 35800
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This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues . This press release updates Mr. Zhang's early warning report dated November 15, 2018.
GZIRA, Malta , Jan. 30, 2019 (GLOBE NEWSWIRE) -- Zhang, Sicheng of Gzira, Malta has acquired 41,905,062 common shares (" Common Shares ") and 9,184,671 non-voting series D preferred shares (" Preferred Shares ") of Composite Alliance Group Inc. (formerly CanAsia Financial Inc. (the " Issuer ")) pursuant to the Transaction (as defined below).
The Issuer and Techni Modul Engineering S.A. (" TME ") entered into to a letter of intent dated September 25, 2018 whereby the Issuer agreed to acquire all of the outstanding shares of TME (the " TME Shares ") by issuing to the shareholders of TME (the " TME Shareholders ") a total of 87,600,000 Common Shares at a deemed value of $0.125 per Common Share for an aggregate consideration of CDN$10,950,000 and 19,200,000 Preferred Shares (the " Transaction "). The Issuer and, among others, Zhang, directly, and indirectly, through Malchemy Corporation Limited (" Malchemy "), a company controlled by Zhang, entered into a share exchange agreement dated November 29, 2018 (the " Share Exchange Agreement ") providing for, among other things, the purchase by the Issuer from the TME Shareholders of all of the issued and outstanding TME Shares held by the TME Shareholders and the sale by the TME Shareholders of the TME Shares to the Issuer (assuming a five to one consolidation of the Common Shares (the " Consolidation ")). The Transaction provided for in the Share Exchange Agreement closed on January 25, 2019 (the " Closing Date ").
Prior to the Closing Date, Zhang held 29,000,000 Common Shares directly, representing 25.63% of the then issued and outstanding Common Shares and a convertible unsecured debenture (the " Debenture ") in the principal amount of $600,000, which Debenture is convertible into Common Shares at a conversion price of $0.125 per Common Share (assuming the Consolidation) held by Zhang indirectly. Assuming the conversion of the Debenture, Zhang would then own, directly and indirectly, 33,800,000 Common Shares, representing 28.65% of the issued and outstanding Common Shares.
Pursuant to the Transaction and Consolidation, Zhang now holds, directly and indirectly, 47,705,062 common shares of the Resulting Issuer (the " Resulting Issuer Shares "), representing 43.28% of the issued and outstanding Resulting Issuer Shares, and 9,184,671 Preferred Shares, the Debenture and convertible bonds of TME (the " Bonds "). Assuming the conversion of the Preferred Shares, the Debenture and the Bonds, Zhang would then own, directly and indirectly, 91,852,796 Resulting Issuer Shares, representing 59.5% of the issued and outstanding Resulting Issuer Shares.
The Resulting Issuer Shares and Preferred Shares were acquired by Zhang pursuant to the Transaction and Zhang intends to evaluate these holdings and to increase or decrease his investment in the Issuer as circumstances warrant.
Composite Alliance Group Inc. is located at 1600, 333 - 7 th Avenue S.W., Calgary, Alberta T2P 2Z1.
A report respecting this acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on the Issuer’s profile at www.sedar.com .
For further information or to obtain a copy of the early warning report, please contact Dale Burstall, Director of the Issuer via email at dale@burstall.com .
Neither 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.
Not for distribution to United States news wire services or dissemination in the United States.
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