Tilt­ing to merge with Sal­ida En­ergy in RTO

Stockwatch Daily - - SHELLS - Mr. Scott Hay­duk re­ports

TILT­ING CAP­I­TAL Corp. has en­tered into a let­ter of in­tent dated Dec. 4, 2017, with Sal­ida En­ergy Inc. to effect a business com­bi­na­tion of the two com­pa­nies. Sal­ida is a Cal­gary-based pri­vate oil and gas com­pany, which was created with the sole in­ten­tion of ac­quir­ing a blend of ex­plo­ration and proven pro­duc­ing as­sets. The pro­posed trans­ac­tion will be an arm’s-length trans­ac­tion.

Pur­suant to the terms of the let­ter of in­tent, and sub­ject to com­ple­tion of certain con­di­tions prece­dent, in­clud­ing sat­is­fac­tory due dili­gence, ex­e­cu­tion of a de­fin­i­tive agree­ment, com­ple­tion of a bro­kered fi­nanc­ing by Sal­ida to ad­e­quately re­cap­i­tal­ize the com­bined com­pany, and re­ceipt of all nec­es­sary di­rec­tor, share­holder, reg­u­la­tory and TSX Ven­ture Ex­change ap­provals, the pro­posed trans­ac­tion will con­sti­tute a re­verse takeover of the com­pany by Sal­ida and its share­hold­ers and a change of business for the com­pany.

A com­pre­hen­sive press re­lease with fur­ther par­tic­u­lars re­lat­ing to Sal­ida, the pro­posed trans­ac­tion, in­clud­ing the con­sid­er­a­tion to be ex­changed and the pro­posed man­age­ment team and board of di­rec­tors, and the terms of the fi­nanc­ing will be re­leased at a later date as the com­pany and Sal­ida ne­go­ti­ate and work toward a de­fin­i­tive agree­ment re­lat­ing to the pro­posed trans­ac­tion and in ac­cor­dance with the poli­cies of the TSX-V. The an­tic­i­pated clos­ing date for the pro­posed trans­ac­tion is on or be­fore March 16, 2018; how­ever, there can be no as­sur­ance that a de­fin­i­tive agree­ment in re­spect of the pro­posed trans­ac­tion or the pro­posed trans­ac­tion will be com­pleted as pro­posed, or at all.

The com­pany in­tends to ap­ply for an ex­emp­tion from the spon­sor­ship re­quire­ments pur­suant to the poli­cies of the TSX-V. If the ex­emp­tion is not granted by the ex­change, then the com­pany would be re­quired to en­gage a spon­sor in con­nec­tion with the pro­posed trans­ac­tion or will seek a waiver from the spon­sor­ship re­quire­ment.

The com­mon shares of the com­pany are cur­rently halted from trad­ing pend­ing com­ple­tion of the pro­posed trans­ac­tion.

We seek Safe Har­bor.

Ja­son Michael Bed­nar, Scott P Hay­duk, Lee Alexan­der Pet­ti­grew

(TLL) Shares: 20,731,870

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