Calgary, Alberta--(Newsfile Corp. - December 4, 2024) - Scaling Capital 1 Corp. (TSXV: SKAL.P) ("Scaling" or the "Corporation"), a capital pool company listed on the TSX Venture Exchange (the "Exchange" or the "TSXV"), and Matador Gold Technologies Inc. ("Matador") are pleased to announce that the Exchange has conditionally approved the previously announced proposed business combination between the Corporation and Matador by way of an arm's length reverse-takeover transaction (the "Transaction"). The Transaction, which is intended to constitute the Corporation's Qualifying Transaction (as such term is defined in Policy 2.4 - Capital Pool Companies of Corporate Finance Manual of the Exchange), remains subject to the final approval of the Exchange and satisfaction of closing conditions customary for a transaction of this nature.
In connection with the Transaction, the Corporation has filed its filing statement dated November 29, 2024 (the "Filing Statement") on the Corporation's SEDAR+ profile. Investors are encouraged to review the Filing Statement on the Corporation's SEDAR+ profile at www.sedarplus.ca. The Filing Statement provides detailed information about, among other things, the Transaction, Matador, and the issuer resulting from the Transaction (the "Resulting Issuer").
Completion of the Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final approval of the Exchange, and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, the Corporation and Matador anticipate closing of the Transaction to occur on or about December 12, 2024. The Corporation will issue a further press release once the Exchange issues its bulletin announcing its final approval of the Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the Exchange. The Resulting Issuer's trading symbol will be "MATA". In connection with the Transaction, the Corporation will change its name to "Matador Technologies Inc.", or such other name as determined by Matador and acceptable to each government authority having jurisdiction.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The common shares of the Corporation are currently halted from trading on the Exchange, and trading is not expected to resume until after closing of the Transaction.
ABOUT SCALING
Scaling is a capital pool company that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Exchange's CPC Policy, until the completion of its qualifying transaction, Scaling will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.
ABOUT MATADOR
Matador is a technology company headquartered in Toronto, Ontario. Matador is building a product launchpad focused on new initiatives including disrupting and modernizing the gold buying, storage, and selling experience in Canada and beyond. Matador's proprietary mobile application will allow users to buy and sell real gold instantly from their smartphones, with the added security and flexibility of an encrypted mobile application. Combining the best of modern technology, Matador aims to improve the gold dealing experience and bring it into the 21st century. Matador's product will be mobile only at launch and is expected to launch publicly in 2025.
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Neither the 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. The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.
The information contained or referred to in this press release relating to Matador has been furnished by Matador. Although Scaling has no knowledge that would indicate that any statement contained herein concerning Matador is untrue or incomplete, neither Scaling nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder 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 Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Information Cautionary Statement
This news release includes forward-looking information ("forward-looking information") within the meaning of Canadian securities laws. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Scaling to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. An example of such forward-looking information includes, but is not limited to, statements regarding: the timing of the expected completion of the Transaction, the completion of the Transaction, the final approval of the Exchange, satisfaction of closing conditions customary for a transaction of this nature, the name change, future press releases and disclosure, and the trading of the Resulting Issuer's common shares. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this press release. Such forward-looking information is based on a number of factors and assumptions which may prove to be incorrect, including, but not limited to: conditions under the agreements forming part of the Transaction; and satisfying the requirements of the Exchange with respect to the Transaction. Although Scaling has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The factors identified above are not intended to represent a complete list of the factors that could affect Scaling. Additional factors are noted under "Risk Factors" in the Filing Statement, a copy of which may be obtained on the SEDAR+ website at www.sedarplus.ca. There can be no assurance that the Transaction will be completed as proposed or at all. Forward-looking information contained herein speak only as of the date on which they are made and, except as required by applicable securities laws, Scaling undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
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