Calgary, Alberta--(Newsfile Corp. - June 5, 2023) - Iocaste Ventures Inc. (TSXV: ICY.P) ("Iocaste") and Simulacra Corporation ("Simulacra"), today announced that they have entered into a non-binding letter of intent, dated May 31, 2023 (the "LOI"), which outlines the general terms and conditions of a proposed business combination.
About Simulacra
Simulacra owns several subsidiaries focused on artificial intelligence ("AI") and high quality, humanoid robots. These subsidiaries include Realbotix, LLC, maker of the Harmony Robot and AI platform, which utilizes artificial intelligence and robotics technologies to target personal companionship applications, and Abyss Creations, LLC, the manufacturer of Realdoll, which has been producing realistic synthetic silicone humanoid figures since 1997. Utilizing its intellectual property and design expertise, Simulacra is uniquely positioned to expand into other markets that benefit from high quality, natural looking, humanoid robots, and personalized AI systems, such as medical applications, elderly care, and personal therapy.
About Iocaste
Iocaste is a "capital pool company" that completed its initial public offering in November 2021. The common shares of Iocaste ("Iocaste Shares") are listed for trading on the TSX Venture Exchange ("TSXV") under the stock symbol ICY.P. Iocaste has not commenced commercial operations and has no assets other than cash. It is intended that the Transaction (as defined below), when completed, will constitute the "Qualifying Transaction" of Iocaste pursuant to Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSXV.
Terms of the Transaction
The proposed business combination would occur by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction, which will result in Simulacra, and in turn its various subsidiaries, at the applicable time (or successor corporation, as the case may be) becoming a wholly owned subsidiary of Iocaste or otherwise combining its corporate existence with that of Iocaste (the "Transaction"). Iocaste, after completion of the Transaction, is referred to herein as the "Resulting Issuer".
Pursuant to the terms and conditions of the LOI, Iocaste and Simulacra will negotiate and enter into a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the Transaction as described in the LOI and this press release. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into.
The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the Definitive Agreement to be negotiated between the parties.
Private Placement
The parties currently contemplate that Simulacra, or a subsidiary of Simulacra, will complete a private placement of subscription receipts of Simulacra, or a subsidiary of Simulacra, as applicable, (each, a "Subscription Receipt") for an approximate minimum amount of US$2,500,000 or the Canadian equivalent, at a price per Subscription Receipt to be determined in accordance with the TSXV requirements and in the context of the market, having regard to an assessment of general market conditions and investor sentiment (the "Private Placement"). Further disclosure will be provided upon the successful negotiation. There is no assurance that such negotiations will be concluded successfully.
Management of the Resulting Issuer
As a result of the Transaction, the Resulting Issuer will indirectly carry on the business of Simulacra and will change the Resulting Issuer's name to such name as determined by Simulacra and as may be accepted by the TSXV and any other relevant regulatory authorities.
If the Transaction is completed, it is expected that the board of directors of the Resulting Issuer on closing will be comprised of suitable nominees, each of whom will be appointed by Simulacra. At the closing of the Transaction, the current directors of Iocaste will resign and be replaced by the nominees of Simulacra, in accordance with corporate law and with the approval of the TSXV.
Conditions Precedent
Completion of the Transaction is subject to a number of conditions including, but not limited to:
- satisfactory completion of due diligence;
- execution of the Definitive Agreement;
- completion of the Private Placement;
- receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV; and
- preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV.
Special Meeting of Iocaste Shareholders
The Transaction would be carried out by parties dealing at arm's length to one another and therefore would not be considered a "Non-Arm's Length Qualifying Transaction" as such term is defined in the CPC Policy. As a result, a special meeting of the shareholders of Iocaste is not required by the TSXV to approve the Transaction. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required in certain circumstances.
Sponsorship
Iocaste intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt Iocaste from all or part of the applicable sponsorship requirements.
Trading Halt
Trading in the Iocaste Shares has been halted and is not expected to resume trading until completion of the Transaction or until the TSXV receives the requisite documentation to resume trading.
Additional Information
Iocaste will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of the CPC Policy. However, Iocaste will make available to the TSXV all information, including financial information, as required by the TSXV and will provide, in a press release to be disseminated at a later date, required disclosure.
All information contained in this press release with respect to Iocaste and Simulacra was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, majority of the minority approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information contact:
Iocaste Ventures Inc.
Lorne Michael Sugarman
President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and a Director
Phone: 416 477 1753
Neither 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.
Notice on Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "would", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Transaction, the Private Placement, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of Iocaste and Simulacra to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. Iocaste cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Iocaste and Simulacra, including expectations and assumptions concerning Iocaste, Simulacra, the Resulting Issuer, the Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties, including those described in Iocaste's final prospectus dated October 14, 2021 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on SEDAR at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Iocaste. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Iocaste does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
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