September 14, 2023 – TheNewswire – Richmond, BC – Icarus Capital Corp (TSXV:ICRS.P) (“Icarus”) previously announced that its qualifying transaction (“QT”) was conditionally approved by the TSX Venture Exchange (the “Exchange”) on March 17, 2023 and was scheduled to close on or before June 15, 2023. Subsequently, the QT was extended to September 13, 2023.
The QT has now been extended, with the consent of the TSX Venture Exchange (the “TSXV”) – it is now expected to close on or before September 29, 2023. The QT is fully described in a filing statement which has been posted and is available for review at www.SEDAR.com.
Icarus will acquire all of the issued and outstanding shares of 1401935 Alberta Ltd (“1401935”) – “Yuk Yuk’s Comedy Club”. The acquisition (the “Acquisition”) of 1401935 will be completed pursuant to an agreement (the “Definitive Agreement”) which will be entered into between Icarus and 1401935 which will be executed prior to final Exchange approval. Icarus will subsequently own and operate a Yuk Yuk’s Comedy Club.
Icarus is a Capital Pool Company under TSXV Policy 2.4. It was incorporated under the provisions of the Business Corporations Act (BC) on Feb 2, 2021. Icarus was listed on the TSXV on March 10, 2022 under the trading symbol “ICRS.P”. Icarus has 4,000,000 common shares outstanding and warrants and options exercisable or exchangeable for an aggregate of 600,000 common shares at an exercise price of $0.10. Icarus is a “reporting issuer” in the provinces of Alberta, British Columbia, and Ontario.
Icarus is currently halted from trading pending final TSXV approval of the QT.
Completion of the QT is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the QT, any information released or received with respect to the QT 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed QT and has neither approved nor disapproved the contents of this press release.
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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the QT; the business plans of Icarus; use of funds; and the business and operations of the Resulting Issuer after the proposed QT. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay and failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and Icarus disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
For further information regarding the QT, please contact:
Garry Yuill, Chief Executive Officer, Icarus Capital Corp.
Email: [email protected]
Telephone: (778) 866 – 9041
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