In­cep­tus Cap­i­tal to ac­quire RIMPAC Ad­vanced as QT

Stockwatch Daily - - FRONT PAGE - Mr. Peter Chen re­ports

IN­CEP­TUS CAP­I­TAL Ltd. has en­tered into a let­ter of in­tent dated Oct. 8, 2018, to ac­quire 100 per cent of the com­mon shares of RIMPAC Ad­vanced Tech­nol­ogy De­vel­op­ment Ltd., a com­pany that is in­cor­po­rated un­der the laws of Bri­tish Columbia and is en­gaged in the oil and gas ser­vice in­dus­try.

The trans­ac­tion is not a non-arm’s-length qual­i­fy­ing trans­ac­tion within the mean­ing of the poli­cies of the TSX Ven­ture Ex­change and is in­tended to con­sti­tute the qual­i­fy­ing trans­ac­tion of the com­pany un­der Pol­icy 2.4, Cap­i­tal Pool Com­pa­nies, of the TSX Ven­ture Ex­change. The com­pany ex­pects to be clas­si­fied as an oil and gas is­suer on Tier 2 of the TSX-V upon com­ple­tion of the trans­ac­tion. Trad­ing in the shares of the com­pany on the TSX-V has been halted and will re­main halted pend­ing re­ceipt by the TSX-V of ap­pli­ca­ble doc­u­men­ta­tion.

Pur­suant to the let­ter of in­tent, the com­pany will is­sue a to­tal of 20,274,370 com­mon shares to the share­hold­ers of RIMPAC, at a deemed price of 20 cents per share, for a deemed ag­gre­gate pur­chase price of $4,054,874 (of which 17.5 mil­lion shares will be is­sued for the pur­chase of all of the is­sued and out­stand­ing se­cu­ri­ties of RIMPAC and 2,774,370 shares will be is­sued in sat­is­fac­tion of the set­tle­ment of the share­holder loan of RIMPAC in the amount of $554,874).

The com­pany in­tends to com­plete a non-bro­kered pri­vate place­ment, which will close con­cur­rent with the clos­ing of the trans­ac­tion, pur­suant to which the com­pany in­tends to is­sue up to 10 mil­lion units at a price of 20 cents per unit to arm’s-length sub­scribers for gross pro­ceeds of up to $2-mil­lion. Each unit will en­ti­tle the holder to re­ceive one com­mon share of the com­pany and one-half of one com­mon share pur­chase war­rant, each whole war­rant ex­er­cis­able into one com­mon share in the cap­i­tal of the com­pany at a price of 30 cents for five years fol­low­ing the is­suance. The war­rants are sub­ject to an ac­cel­er­ated ex­er­cise pro­vi­sion, whereby, in the event the clos­ing price of the com­pany’s com­mon shares is 50 cents or higher for a pe­riod of 10 con­sec­u­tive trad­ing days, the c om­pany may, within five days of such event, pro­vide no­tice by way of news re­lease that the war­rants shall ex­pire on the date that is 30 days from the date no­tice is given. The pro­ceeds of the con­cur­rent of­fer­ing will be used for work­ing cap­i­tal and to ad­vance the busi­ness of the re­sult­ing is­suer.

Fol­low­ing the clos­ing of the pro­posed trans­ac­tion and the com­ple­tion of a max­i­mum con­cur­rent pri­vate place­ment, the com­pany will have ap­prox­i­mately 35,021,870 com­mon shares is­sued and out­stand­ing (non-di­luted and not ac­count­ing for any ex­er­cise of op­tions and war­rants), of which the cur­rent share­hold­ers of the com­pany will hold ap­prox­i­mately 13.56 per cent, the share­hold­ers of RIMPAC will hold ap­prox­i­mately 57.89 per cent and the share­hold­ers un­der the con­cur­rent pri­vate place­ment will hold ap­prox­i­mately 28.55 per cent.

It is a fur­ther term of the let­ter of in­tent that, upon com­ple­tion of the trans­ac­tion, the name of the re­sult­ing is­suer be changed to RIMPAC Ad­vanced Tech­nol­ogy De­vel­op­ment Ltd. or such other name as may be ap­proved by the par­ties.

It is an­tic­i­pated that In­cep­tus will ap­ply for an ex­emp­tion from spon­sor­ship for the pro­posed trans­ac­tion in ac­cor­dance with the poli­cies of the ex­change.

Fur­ther in­for­ma­tion about the trans­ac­tion will be dis­closed when avail­able, in ac­cor­dance with the poli­cies of the TSX-V.

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.

About RIMPAC Ad­vanced Tech­nol­ogy De­vel­op­ment Ltd.

RIMPAC has de­vel­oped a tech­nol­ogy called Reser­voir Data Miner (RDM) that in­te­grates both gamma and neu­tron de­tec­tion tech­nol­ogy to si­mul­ta­ne­ously pro­duce ul­tra­high-pre­ci­sion resid­ual oil eval­u­a­tion re­sults. RDM tech­nol­ogy has been tested in nu­mer­ous state oil fields in Shengli, Changqing and Yangchang, and the com­pany has ap­plied for and sub­mit­ted five ap­pli­ca­tions for patents, reg­is­tered trade­marks and soft­ware copy­rights in China.

RIMPAC’s pri­mary mar­ket fo­cus is China.

We seek Safe Har­bor.

Tony Yee Chong Chan, Peter Yung Tan Chen, Ja­son Kuei Han Lan, Christo­pher Trevor Twells

(ICI) Shares: 4,747,500

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