Soleil Capital Corp. Announces Amendment to Amalgamation Agreement
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
SOLEIL CAPITAL CORP. ANNOUNCES AMENDMENT TO AMALGAMATION AGREEMENT
Calgary, Alberta – January 10, 2018. Further to its press release of November 20, 2017, Soleil Capital
Corp. ( “Soleil” or the “ Company”) (TSXV: SOLE.P) announces that it has entered into an amending
agreement (the "Amending Agreement") amending the terms of the amalgamation agreement dated
November 17 , 2017 (the " Amalgamation Agreement") between Soleil and Goldplay Exploration Ltd .
(“Goldplay”).
The Amending Agreement extends the outside date for the completion of certain matters contemplated
in the Amalgamation Agreement from February 15, 2018 to March 31, 2018. The Company c urrently
anticipates that the completion of the transactions contemplated by the Amalgamation Agreement, as
amended by the Amending Agreement, will occur in early March 2018.
About Soleil Capital Corp.
Soleil is a Capital Pool Company that completed its initial public offering of $1,000,000 (gross proceeds)
and obtained a listing on the Exchange in January 2017 (trading symbol: "SOLE.P"). Prior to entering into
the letter of intent which preceded the Amalgamation Agreement , Soleil did not carry on any active
business activity other than reviewing potential transactions that would qualify as Soleil's Qualifying
Transaction
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson,
President, Chief Executive Officer,
Chief Financial Officer and Director
For further information please contact:
Michael Thomson
Email: [email protected]
Phone: (604) 312-4777
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of
management and reflect Soleil's current expectations. 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. The forward -looking statements and information
in thi s press release include information relating to the anticipated timing for completion of the
amalgamation between Soleil and Goldplay (the “ Amalgamation”). Such statements and information
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reflect the current view of Soleil. 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 actua l 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, amon g others, that there can be no assurance that Soleil and Goldplay will obtain
all requisite approvals for the Amalgamation, including the approval of the Company’s shareholders ,
Goldplay’s shareholder or the approval of the TSX Venture Exchange (which may be conditional upon
amendments to the terms of the Amalgamation and/or related transactions).
Soleil cautions that the foregoing list of material factors is not exhaustive. When relying on Soleil's
forward-looking statements and information to make decisions, investors and others should carefully
consider the foregoing factors and other uncertainties and potential events. Soleil has assumed that the
material factors referred to in the previous par agraph 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 SOLEIL 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 SOLEIL MAY ELECT TO , IT 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.
Completion of the transactions contemplated by the Amalgamation Agreement and the Amending
Agreement is subject to a number of conditions, including but not limited to, Exchange acceptance. There
can be no assurance that such transactions will be completed as proposed or at all.
Investors are cautioned that , except as disclosed in the Company’s information circular prepared in
connection with the transactions contemplated by the Amalgamation Agreement and the Amending
Agreement, any information released or received with respect to such transaction 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 transactions contemplated
by the Amalgamation Agreement and the Amending Agreement and has neither approved nor
disapproved the contents of this press release.
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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.