Soleil Capital Corp. Confirms Shareholder Meeting Date
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
SOLEIL CAPITAL CORP. CONFIRMS SHAREHOLDER MEETING DATE
Calgary, Alberta – January 11, 2018. Further to its press releases of September 21, 2017, November 20,
2017 and January 10, 2018, Soleil Capital Corp. (“Soleil” or the “Company”) (TSXV: SOLE.P) announces
that it will hold a special meeting of its shareholders on February 26, 2018 for, among other things, the
purpose of obtaining approval of its previously announced amalgamation (the “ Amalgamation”) with
Goldplay Exploration Ltd . (“ Goldplay”). Soleil intends that the Amalgamation will constitute its
Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the
“Exchange”).
The Company currently anticipates that the Amalgamation will be completed on March 1, 2018.
Trading in Soleil’s shares was voluntarily halted September 21, 2017 and is expected to remain halted
pending completion or termination of the Amalgamation.
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
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Amalgamation. Such statements and information reflect the current view of Soleil. Risks and
uncertainties that may cause actual results to differ materially from t hose 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, 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 shareholders or the approval of the 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 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 SOLEIL AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO
CHANGE AFTER SUCH DATE. READE RS 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 Stat es 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 Amalgamation, 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 t ransactions 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.