Vier Capital Corp. Announces TSXV Conditional Approval of Proposed Qualifying Transaction with Vertex Resource Group Ltd. and SEDAR Filing of Filing StatementPosted On October 10, 2017
CALGARY, ALBERTA – October 10, 2017 – Vier Capital Corp. (“Vier” or the “Corporation“) (TSX Venture: VIE.P) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) relating to its previously announced proposed qualifying transaction (the “Proposed Transaction”) with Vertex Resource Group Ltd. (“Vertex”). A filing statement prepared in accordance with the requirements of the TSXV in connection with the Proposed Transaction (the “Filing Statement”) has been filed under Vier’s profile on SEDAR and is available at www.sedar.com. For additional information about the Proposed Transaction, please see the Corporation’s press releases dated July 19, 2017 and September 11, 2017, which are available at www.sedar.com.
The Proposed Transaction is currently scheduled to close on or about October 16, 2017. Closing of the Proposed Transaction is subject to a number of conditions including, but not limited to, closing conditions customary to a transaction of the nature of the Proposed Transaction, including those described in the Filing Statement. Trading in the shares of the issuer resulting from the Proposed Transaction (the “Resulting Issuer”) is expected to commence on the TSXV under the name “Vertex Resource Group Ltd.” on or about October 19, 2017 following the issuance by the TSXV of its final bulletin in respect of the Proposed Transaction. The trading symbol of the Resulting Issuer will be “VTX”.
The Corporation also notes that, following completion of the Proposed Transaction, Deloitte LLP of 2000 Manulife Place, 10180 – 101st Street NW, Edmonton, Alberta, T5J 4E4, Vertex’s current auditors, will replace MNP LLP, Chartered Professional Accountants, of 1500, 640 – 5th Avenue SW, Calgary, Alberta, T2P 3G4, Vier’s current auditors, as auditors of the Resulting Issuer.
Vertex is a private company with a history that dates back to 1976 with the founding of Farmstead Buildings and later Pioneer Land Services Ltd., both of which subsequently formed part of Vertex’s business. Vertex has grown to become a leading provider of environmental and industrial services, including environmental and land consulting, fluid hauling and management, industrial insulation, cleaning and equipment rentals. Vertex is headquartered in Sherwood Park, Alberta and employs a staff of approximately 770 employees that service a wide array of customers in industries such as oil and gas upstream and midstream, utilities, telecommunication, forestry, agriculture and government. Vertex’s management team is comprised of seasoned industry veterans with a successful track record for industry consolidation and opportunistic acquisitions. Vertex principally operates in Western Canada, with limited but growing operations in the United States.
Vier is a capital pool company created to identify potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value.
For further information: Jason Krueger, President, Vier Capital Corp., 587-585-1776; or Terry Stephenson, President & CEO, Vertex Resource Group Ltd., 780-464-3295.
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Corporation believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. The forward-looking statements and information in this press release include information relating to the closing of the Proposed Transaction and the satisfaction of the conditions thereto, the resumption of trading of the Resulting Issuer’s shares, the name and trading symbol of the Resulting Issuer and the change in the auditor of the Resulting Issuer. Such statements and information reflect the current view of Vier and/or Vertex, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (i) there is no assurance that Vier and Vertex will close the Proposed Transaction on the terms contemplated in the Filing Statement, or at all, or that the TSXV will issue its final bulletin for the Proposed Transaction; (ii) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (iii) new laws or regulations could adversely affect the Resulting Issuer’s business and results of operations; and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer’s securities, regardless of its operating performance. There are a number of important factors that could cause Vier’s and Vertex’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Vier; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, and general market and industry conditions. The
Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Vertex, their securities, or their respective financial or operating results (as applicable).
Vier cautions that the foregoing list of material factors is not exhaustive. When relying on Vier’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Vier has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Vier as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Vier does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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.
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 press release.
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