CALGARY, Alberta, Feb. 12, 2019 (GLOBE NEWSWIRE) -- Composite Alliance Group Inc. (formerly CanAsia Financial Inc.) (" CAG " or the " Company ") is pleased to announce the closing of its reverse takeover transaction (the " Transaction ") with Techni Modul Engineering S.A. (" TME ") as previously described in its news releases dated September 28 and December 20, 2018 and more particularly set out in its information circular dated November 29, 2018 (the " Information Circular "), which is available under the profile of the Company at www.sedar.com . The Company's common shares (" Common Shares ") will commence trading on the TSX Venture Exchange (the " TSXV ") as a Tier 2 technology issuer under the symbol "CAG" once the TSXV's conditions for listing are satisfied and the TSXV issues its final exchange bulletin confirming the completion of the Transaction (the " Final Exchange Bulletin "), which trading is expected to commence on or about February 15, 2019.
REVERSE TAKEOVER TRANSACTION
Pursuant to a share exchange agreement (the " Share Exchange Agreement "), CAG acquired all of the outstanding shares of TME by issuing to the shareholders of TME 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 non-voting series D preferred shares of CanAsia (" Preferred Shares "). As a result of the Transaction, TME will be a wholly owned subsidiary of CAG.
The Preferred Shares include the following conditions:
- Each Preferred Share is convertible into one Common Share only if TME’s aggregate EBITDA (Earnings before Interest, Tax, Depreciation and Amortization) on or before 36 months from the completion date of the Transaction has accumulated to at least EUR€3.5 million (the satisfaction shall be referred to as a " Success ");
- Mr. Serge Luquain will continue his employment and/or corporate mandate by TME and/or CAG for no less than 36 months from the completion date of the Transaction; and
- CAG may, in its discretion, cancel all of the issued and outstanding Preferred Shares if TME fails to reach Success after 36 months from the completion date of the Transaction.
The Company amended its articles to change its name to "Composite Alliance Group Inc." and to complete a share consolidation (the " Consolidation ") of all of its issued and outstanding Common Shares on the basis of one (1) post-Consolidation Common Share for every five (5) pre-Consolidation Common Shares.
OUTSTANDING SHARE CAPITAL AND ESCROW
Following the closing of the Transaction and the Consolidation, CAG has a total of 110,233,610 Common Shares issued and outstanding and has issued or reserved for issuance 11,023,361 incentive stock options. The holders of Common Shares prior to completion of the Transaction hold 22,633,610 Common Shares, and the former shareholders of TME hold 87,600,000 Common Shares.
CAG plans to issue options to purchase up to 11,023,361 Common Shares at $0.125 per Common Share prior to or in conjunction with the completion of the Transaction.
An aggregate of 81,685,129 Common Shares and 17,901,398 Preferred Shares held by the Principals of the Company are subject to Tier 2 Value Escrow and will be released from escrow as follows: ten percent (10%) of the escrowed shares will be released from escrow on the issuance of the Final Exchange Bulletin and an additional fifteen percent (15%) will be released every 6 months thereafter.
In addition, an aggregate of 5,924,871 Common Shares and 1,298,601 Preferred Shares held by certain non-principal shareholders of CAG are subject to TSXV seed share resale restrictions (SSRR) and will be released as follows: thirty-three percent (33%) will be released every anniversary of the Final Exchange Bulletin.
NEW BOARD AND MANAGEMENT
Effective on the closing of the Transaction, and pursuant to the resolutions passed at the shareholders' meeting on January 24, 2019, the directors of the Resulting Issuer are Sicheng Zhang, Yu-Chung (Jim) Hsieh, Serge Luquain, Dale Burstall, JianYong (Bill) Cui and Ron Love. Yu-Chung (Jim) Hsieh is the President and Chief Executive Officer; Debbie Chien is the Chief Financial Officer; and Dale Burstall is Corporate Secretary.
For further information, please contact Dale Burstall, Corporate Secretary and Director, via email at dale@burstall.com.
Reader Advisory
Investors are cautioned that, except as disclosed in the Information Circular, 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 Composite Alliance Group Inc. should be considered highly speculative.
This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the "1933 Act") as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act.
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 state in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Forward Looking Statements
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the Transaction including the Company's ability to obtain the necessary approvals including regulatory approvals, meeting the conditions in the Share Exchange Agreement and closing the Transaction. Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond the Company's control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in CAG's disclosure documents on the SEDAR website at www.sedar.com, including the Information Circular. Any forward-looking statements are made as of the date of this press release and CAG does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
