(via Thenewswire.ca)
Vancouver, BC / TheNewswire / July 22, 2015 - Damon Capital Corp. (NEX Symbol: DAM.H) ("Damon") reports that, further to its news release dated July 20, 2015 (the "News Release") announcing its proposed business combination with eSight Corporation ("eSight") intended to constitute Damon's qualifying transaction (the "Transaction"), the summary table of anticipated post-closing holdings of Damon and eSight shareholders did not take into account the exchange ratio of 7.51 common shares of Damon for each common share of eSight.
The table below summarizes the anticipated shareholdings of Damon and eSight shareholders in the combined entity following completion of the Transaction, which incorporates the share exchange ratio and reflects the resulting proportionate change in relative percentages of ownership.
|
Holders* |
Pre-Consolidation Number of Shares of Resulting Issuer |
Pre-Consolidation Warrants, Options and Convertible Securities of Resulting Issuer |
Pre-Consolidation Fully Diluted Total Shares of Resulting Issuer |
Post- Consolidation Fully Diluted Total Shares of Resulting Issuer |
Percentage of Post-Consolidation Fully Diluted Total Shares of Resulting Issuer |
|
Damon shareholders |
6,987,300 |
448,728 |
7,436,028 |
247,867 |
0.73% |
|
eSight shareholders |
841,096,644 |
172,862,589 |
1,013,959,233 |
33,798,641 |
99.27% |
|
Total |
848,083,944 |
173,311,317 |
1,021,395,261 |
34,046,508 |
100.00% |
*Not including shares issued upon completion of the Offering (as defined in the News Release). Upon completion of the Offering, the relative percentages of ownership of Damon and eSight shareholders will change proportionately.
(a.a)About Damon Capital Corp.
Damon is a capital pool company governed by Exchange policies. Damon's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction within the meaning of Exchange policies.
Completion of the proposed 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 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.
ON BEHALF OF THE BOARD
SIGNED: "Joe DeVries"
Joe DeVries, Director
Contact: (604) 336-8619
(b.a)Forward Looking Statements:
This press release contains certain forward-looking information within the meaning of Canadian securities legislation and forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Damon and eSight (the "Companies"). This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this press release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the completion of the Transaction and the Offering. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the finalization of the terms of the Offering; risks associated with any delays or difficulties encountered in respect of the Transaction and Offering; the timing and receipt of certain approvals; delays in the receipt of requisite approvals and changes in general economic conditions or conditions in the financial markets. In making the forward-looking statements in this press release, the Companies have applied several material assumptions, including without limitation: (1) the successful completion of the Offering; and (2) the receipt of necessary consents and approvals and satisfaction of all conditions precedent for the completion of the Transaction and Offering in a timely manner. Neither Damon nor eSight assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Damon's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
4.The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Neither the 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.
(e.a)Not for distribution in the United States or through United States wire services.
Copyright (c) 2015 TheNewswire - All rights reserved.