Avalon Works Corp. Announces Partial Revocation Orders and Proposed Private Placement
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Avalon Works Corp. Announces Partial Revocation Orders and Proposed Private
Placement
Ottawa, Ontario – February 27 , 2019 – Avalon Works Corp . (the " Company") is
pleased to announce that it intends to complete a non -brokered private placement of up
to 400,000,000 common shares in the capital of the Company (" Common Shares") at a
price of $0.00 05 per Common Share, for aggregate gross proceeds of up to $ 200,000
(the " Offering"). The Offering is proposed to be completed pursuant to three partial
revocation orders issued by the British Columbia Securities Commission (" BCSC"), the
Alberta Securities Commission (the “ ASC”) and the Ontario Securities Commission
("OSC"), on February 25, 2019.
The partial revocation order issued by the BCSC (th e "BC Partial Revocation Order")
partially revoked a cease trade order that was issued by the Executive Director of the
BCSC against the Company on August 9, 2010 (the " BC CTO"), while the partial
revocation order issued by the OSC (the " OSC Partial Revoca tion Order ") partially
revoked a cease trade order that was issued by the Director of the OSC against the
Company on August 18, 2010 (the "OSC CTO") and the partial revocation order by the
ASC (the “ASC Partial Revocation Order” and together with the BC Partial Revocation
Order and the OSC Partial Revocation Order, the "Partial Revocation Orders") partially
revoked a cease trade order that was issued by the Executive Director of the ASC
against the Company on November 22, 2010 (the “ASC CTO”, and together with the BC
CTO and the OSC CTO, the " Cease Trade Orders "). The Cease Trade Orders were
issued against the Company as a result of the Company failing to file certain outstanding
continuous disclosure documents in a timely manner.
The proceeds of the Offering will be applied towards the payment of outstanding fees
owed to the Company's auditors and consultants, filing fees, accounting and
bookkeeping fees, professional fees and general working capital. Completion of the
Offering will allow the Company to prepare and file all outstanding continuous disclosure
documents with the applicable regulatory authorities. Once those filings have been
completed, the Company expects to apply for a full revocation of the Cease Trade
Orders.
Each potential investor in the Offering will receive a copy of the Cease Trade Orders and
the Partial Revocation Orders, and will be required to provide an acknowledgement to
the Company that all of the Company's securities, including the Common Shares issued
in connection with the Offering, will remain subject to the Cease Trade Orders until the
Cease Trade Orders are fully revoked, and that the granting of the Partial Revocation
Orders does not guarantee the issuance of full revocation orders in the future. In
accordance with applicable securities legislation, all Common Shares issued pursuant to
the Offering will be subject to a hold period of four months and a day from the closing
date of the Offering. Further, Common Shares issued pursuant to the Offering may not
be transferred until full revocation of the Cease Trade Orders, of which there is no
guarantee.
About Avalon Works Corp.
Avalon Works Corp . is a junior industrial company with minimal current activities or
operations and is not currently listed on a stock exchange.
For additional information on Avalon Works Corp.:
Michael Clemann
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Avalon Works Corp.
237 Argyle Avenue
Ottawa Ontario
K2P 1B8
This press release may contain forward -looking statements including, but not limited to,
comments regarding the timing and content of the Offering as well as the issuance, and
if issued, the timing and content of, an order for the full revocation of the Cease Trade
Orders. Forward-looking statements address future events and conditions and therefore
involve inherent risks and uncertainties. Actual results may differ materially from those
currently anticipated in such statement.