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.
SAINT GERMAIN LEMBRON, France, Jan. 30, 2019 (GLOBE NEWSWIRE) -- Serge Luquain of Saint Germain Lembron, France has directly and indirectly acquired 37,961,134 common shares ("Common Shares") and 8,320,249 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, Mr. Luquain, directly, and indirectly, through SPV Finances ("SPV"), a company controlled by Mr. Luquain, 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, Luquain held nil Common Shares directly or indirectly.
Pursuant to the Transaction, Luquain now holds or controls, directly and indirectly, 37,961,134 common shares of the Resulting Issuer (the "Resulting Issuer Shares"), representing 34.44% of the issued and outstanding Resulting Issuer Shares, and 8,320,249 Preferred Shares. Assuming the conversion of the Preferred Shares, Luquain would then own or control, directly and indirectly, 46,281,383 Resulting Issuer Shares, representing 39.0% of the issued and outstanding Resulting Issuer Shares.
The Resulting Issuer Shares and Preferred Shares were acquired by Mr. Luquain pursuant to the Transaction and Mr. Luquain 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 - 7th 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.
