Tilting to merge with Salida Energy in RTO
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