Steamsand Capital Corp. Announces Receipt of Conditional Approval for its Qualifying Transaction

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

Steamsand also announces filing of Filing Statement

VANCOUVER, Nov. 5, 2018 /CNW/ - Steamsand Capital Corp. (TSXV:SAND.P) ("Steamsand") is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSXV") in respect of its qualifying transaction (the "Transaction") with VOTI Inc. ("VOTI") pursuant to Policy 2.4 - Capital Pool Companies of the TSXV and in respect of the common shares of the Resulting Issuer (as defined below) being listed for trading on the TSXV under the symbol "VOTI" following closing of the Transaction, subject to the satisfaction of certain TSXV listing conditions.

In accordance with the previously announced letter agreement dated July 4, 2018 and the amalgamation agreement to be entered into on the Closing Date (as defined below), a wholly-owned subsidiary of Steamsand will amalgamate with VOTI. Prior to closing the Transaction, it is intended that Steamsand will change its name to "VOTI Detection Inc." (the "Resulting Issuer"). The Transaction is expected to close on or about November 9, 2018 (the "Closing Date").

FILING STATEMENT

In connection with the Transaction and pursuant to TSXV requirements, Steamsand has filed a filing statement dated November 5, 2018 on SEDAR (www.sedar.com).

SUMMARY OF FINANCIAL INFORMATION FOR VOTI

The following table sets forth selected financial information for VOTI for the financial years ended October 31, 2017, 2016 and 2015 and for the nine-month period ended July 31, 2018. The financial information has been prepared in accordance with International Financial Reporting Standards.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Steamsand and VOTI and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction is intended to be completed, the ability to obtain regulatory approvals and other factors. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Transaction (and the proposed terms upon which the Transaction is proposed to be completed), may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the threat detection technology industry, failure to obtain regulatory approvals, economic factors, management's ability to manage and to operate the business of the Resulting Issuer, the equity markets generally and risks associated with growth and competition. Although Steamsand and VOTI have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Steamsand nor VOTI undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Steamsand is a capital pool company governed by the policies of the TSXV. The principal business of Steamsand is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

SOURCE Steamsand Capital Corp.

View original content: http://www.newswire.ca/en/releases/archive/November2018/05/c6612.html