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Cision Canada
17-06-2025
- Business
- Cision Canada
WILLOW BIOSCIENCES INC. ANNOUNCES CONDITIONAL ACCEPTANCE OF TSX VENTURE EXCHANGE TO LIST PURSUANT TO THE TSXV SANDBOX
CALGARY, AB, June 16, 2025 /CNW/ - Willow Biosciences Inc. (the " Company") (TSX: WLLW), in connection with its proposed TSXV Sandbox listing, is pleased to announce that it has received conditional acceptance to list its common shares on the facilities of the TSX Venture Exchange (the " TSXV") as a Tier 2 Investment Issuer under the TSXV Sandbox Program upon closing of the previously announced (a) non-brokered equity private placement for aggregate gross proceeds of $30.0 million (the " Private Placement"); (b) appointment of a new management team and new board of directors; (c) name change to "Atlas Energy Corp."; and (d) consolidation (the " Consolidation") of the common shares of the Company (the " Common Shares") on the basis of one (1) post-Consolidation Common Share for every five (5) pre-Consolidation Common Shares, which are expected to be completed on June 19, 2025 (collectively, the " Transaction"). The TSXV Sandbox is an initiative intended to facilitate listing applications that may not generally satisfy the requirements and guidelines of the TSXV, but due to facts or situations unique to a particular issuer otherwise warrant a listing on the TSXV or an exemption from certain requirements in the TSXV Corporate Finance Manual. The post-Consolidation Common Shares are expected to commence trading under the new name "Atlas Energy Corp." and new symbol "ATLE" on the facilities of the TSXV at market opening on Tuesday, June 24, 2025, and the common shares of Willow Biosciences Inc. will be concurrently delisted from the Toronto Stock Exchange (the " TSX").The Company will remain a "reporting issuer" under applicable Canadian securities laws through the listing transition process from the TSX to the TSXV. Shareholder approval is not required under the policies of the TSX to proceed with the transition as the TSXV is an acceptable alternative market. No action is required by shareholders in connection with the transition of the Company's listing to the TSXV. The Company does not currently meet certain of the continued listing requirements of the TSX or the original listing requirements of the TSXV set out in Policy 2.1 – Initial Listing Requirements because the Company will have no specific investments at the time of listing on TSXV and will therefore not meet the initial listing requirement of having 50% of its available funds invested in 2 specific investments at the time of listing to meet initial listing requirements for a Tier 2 Investment Issuer. As such, the TSXV has exercised its discretion to waive certain original listing requirements in granting the Company conditional acceptance of listing pursuant to the TSXV Sandbox. The Company will remain listed pursuant to the TSXV Sandbox until the following exit conditions (the " Exit Conditions") are met within 12 months of listing on the TSXV (the " Exit Deadline"): (i) the Company has completed the Private Placement for aggregate gross proceeds of $30.0 million; (i) the Company has deployed at least 50% of its available funds following completion of the Private Placement to fund two or more qualifying investments that are satisfactory to the TSXV; (ii) the Company has no outstanding compliance or disclosure issues; and (iii) the Company has made a formal application to the TSXV for an exit review, along with the applicable filing fee, and the TSXV is satisfied the Exit Conditions have been met. If the Company has not satisfied the Exit Conditions by the Exit Deadline, the Company's listing may be transferred from the TSXV to the NEX. So long as the Company remains a TSXV Sandbox issuer, it will also be subject to the following restrictions and disclosure obligations in addition to the TSXV tier 2 continued listing requirements and disclosure obligations pursuant to the policies of theTSXV: (a) any proposed investment is subject to TSXV review and acceptance, including all investments that would otherwise be considered an "Exempt Transaction" as such term is defined in Policy 5.3 – Acquisitions and Dispositions; (b) all the Common Shares and Common Share purchase warrants to be issued to the new management team and new board pursuant to the Private Placement will be held in escrow pursuant to an escrow agreement in the form of TSXV's Form 5D. The first release from escrow will occur on the date on which the TSXV issues a bulletin confirming the Company has satisfied all the Exit Conditions and accepted the Company's exit from the TSXV Sandbox program (the " Exit Date"). On the Exit Date, upon the Company meeting all TSXV Sandbox listing requirements, the TSXV's Tier 2 escrow release schedule will be retroactively applied to the original listing date of the Company on the TSXV pursuant to the TSXV Sandbox program; (c) the Company may grant equity incentive awards but no such awards may vest, be settled or be exercised, as the case may be, until the Exit Date, or in the case of restricted share units, deferred share units or performance share units, until the later of (i) one year from the date of grant and (ii) the Exit Date; and (d) all continuous disclosure documents of the Company must refer to the Company being listed on the TSXV under the TSXV Sandbox program. The Company has received a waiver from the sponsorship requirements under Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV of the TSXV's Corporate Finance Manual. The Company also announces the voting results from its special meeting of shareholders held on June 16, 2025 (the " Meeting"). A total of 55,889,478 Common Shares, representing approximately 37.97% of the Company's issued and outstanding shares were represented at the meeting. The shareholders approved the below matters. The resolutions approving the below matters may be viewed in full in the Company's management information circular dated May 13, 2025. For complete voting results on all matters approved at the Meeting, please see the Company's Report of Voting Results dated June 16, 2025, available on SEDAR+ at The Company Following completion of the Transaction, the recapitalized Company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics. Reader Advisories Completion of the Transaction is subject to a number of conditions, including but not limited to, the final acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in a TSXV Form 2B – Listing Application to be prepared and filed 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 the Company should be considered highly speculative. This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release. Investors are advised that the Company is expected to be listed on TSXV as a TSXV Sandbox Listing as the Company will not meet all TSXV's listing requirements at the time of listing. Investors are advised to review this news release to review all waivers granted in connection with the Company's listing, details on the listing conditions imposed by the Company, the exit conditions the Company must meet in order to exit TSXV Sandbox, and any consequences if the Company does not meet these exit conditions. Once listed, there can be no assurance that the Company will meet all the Exit Conditions. For details on TSXV Sandbox Listings, please visit resources/tsxv-sandbox. Forward-Looking and Cautionary Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the Transaction; the timing and ability of the Company to commence trading on the TSXV (if at all); and the business and operations of the Company; the completion, ratio and timing of the Consolidation; the recapitalized Company's corporate strategy; the financial performance of the recapitalized Company; and other anticipated benefits of the Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Transaction, the Consolidation, the satisfaction of other closing conditions in accordance with the terms of the Agreement and the ability of the new management team to implement the corporate strategy of the recapitalized Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for the oil and gas production and/or otherwise adversely affects the Company, the availability of investment opportunities meeting the new management team's investment criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All dollar figures included herein are presented in Canadian dollars. SOURCE Willow Biosciences Inc.
Cision Canada
12-05-2025
- Business
- Cision Canada
WILLOW BIOSCIENCES REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS
CALGARY, AB, May 12, 2025 /CNW/ - Willow Biosciences Inc. (" Willow" or the " Company") (TSX: WLLW) (OTCQB: CANSF), announces its unaudited consolidated interim financial statements and related management's discussion and analysis (" MD&A") for the quarter ended March 31, 2025, are available on the Company's SEDAR+ profile at About Willow Biosciences Willow Biosciences Inc. is a corporation existing under the laws of the Province of Alberta. Until the sale of its operating subsidiary for cash proceeds on April 30, 2025, the Company developed and produced precision fermented ingredients for the health and wellness, food and beverage, and personal care markets. Following completion of the disposition, the Company no longer has an active business. The Company's Common Shares are currently listed on the TSX under the trading symbol "WLLW". On May 7, 2025, the Company announced that it entered into a definitive reorganization and investment agreement (the " Agreement") with Mark Hodgson, Don Kornelsen, Ryan Giroux, Blair Anderson and Richard Naden which provides for: (i) a non-brokered equity private placement for gross proceeds of C$30.0 million (the " Private Placement"); (ii) the appointment of a new executive team and the reconstitution of the board of directors of the Company; and (iii) a change of the Company's name to "Atlas Energy Corp." (collectively, the " Transaction"). The shareholders of the Company will be asked to approve, at a special meeting called for such purpose on June 16, 2025, a consolidation of the common shares of the Company (the "C ommon Shares") on the basis of one post-consolidation Common Share for every five pre-consolidation Common Shares (the " Consolidation") to satisfy the pricing requirements of the TSX Venture Exchange (the " TSXV") in connection with the proposed listing on the TSXV. The completion of the Transaction is expected to occur on or about June 19, 2025 (the " Closing"), subject to certain closing conditions, including the approval of the TSXV and the completion of the Consolidation. Following Closing, the Common Shares are expected to trade on the TSXV on a post-Consolidation basis under the name "Atlas Energy Corp." and new stock symbol "ATLE". The Common Shares will be delisted from the Toronto Stock Exchange concurrent with Closing. Following the completion of the Transaction and the proposed listing on the TSXV pursuant to the TSXV Sandbox program, the recapitalized Company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics. Reader Advisory Completion of the Transaction is subject to a number of conditions, including but not limited to, the acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release. Investors are advised that the Company is expected to be listed on TSXV as a TSXV Sandbox Listing as the Company will not meet all TSXV's listing requirements at the time of listing. For details on TSXV Sandbox, please visit ( resources/tsx-venture-exchange-issuer resources/tsxv-sandbox). Forward-Looking and Cautionary Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the Transaction, including the size, terms and completion of the Private Placement; the application to the TSXV in respect of the Transaction; the timing and ability of the Company to commence trading on the TSXV (if at all); and the business and operations of the Company; the completion, ratio and timing of the Consolidation; the recapitalized Company's corporate strategy; and other anticipated benefits of the Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Transaction, the Consolidation, the TSXV and regulatory approvals, the satisfaction of other closing conditions in accordance with the terms of the Agreement and the ability of the new executive team to implement the corporate strategy of the recapitalized Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the parties being unable to obtain the required TSXV approvals, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for the oil and gas production and/or otherwise adversely affects the Company, the availability of investment opportunities meeting the new executive team's investment criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Cision Canada
08-05-2025
- Business
- Cision Canada
WILLOW BIOSCIENCES INC. RECEIVES FIRM COMMITMENTS OF $30.0 MILLION UNDER PREVIOUSLY ANNOUNCED RECAPITALIZATION FINANCING
CALGARY, AB, May 8, 2025 /CNW/ - Willow Biosciences Inc. (the " Company") (TSX: WLLW) (OTCQB: CANSF) is pleased to announce that it has received firm commitments to purchase an aggregate of $30.0 million of equity securities pursuant to the previously announced non-brokered private placement (the " Private Placement"), with demand significantly exceeding that amount. The completion of the Private Placement for proceeds of $30.0 million is expected to occur on or about June 19, 2025, subject to certain closing conditions, including the approval of the TSX Venture Exchange (the " TSXV") pursuant to the TSXV Sandbox program and the completion of a consolidation of the common shares of the Company (the " Common Shares") on the basis of one post-consolidation Common Share for every five pre-consolidation Common Shares (the " Consolidation"). The Company also announces that a special meeting of its shareholders will be held on June 16, 2025 (the " Meeting") to consider for approval, among other things, a resolution approving the Consolidation. Additional information concerning the Meeting will be disclosed in the management information circular which will be filed with Canadian securities regulators and will be available on the SEDAR+ profile of the Company at Following listing on the TSXV pursuant to the TSXV Sandbox program, the recapitalized Company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions led by Mark Hodgson as President and Chief Executive Officer, Travis Doupe as Chief Financial Officer, Don Kornelsen as Vice President, Commercial, Ryan Giroux as Vice President, Corporate Development and Blair Anderson as Vice President, Geoscience of the Company and Richard Naden as a Senior Executive. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics. Reader Advisory 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. Completion of the transactions described herein and in the press release dated May 7, 2025 (collectively, the " Transaction") is subject to a number of conditions, including but not limited to, the acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. Investors are cautioned that, except as disclosed in a TSXV Form 2B – Listing Application to be prepared and filed 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 the Company should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release. Investors are advised that the Company is expected to be listed on TSXV as a TSXV Sandbox Listing as the Company will not meet all TSXV's listing requirements at the time of listing. For details on TSXV Sandbox, please visit ( resources/tsx-venture-exchange-issuer resources/tsxv-sandbox). Forward-Looking and Cautionary Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the size, terms and completion of the Private Placement and the expected composition of the new executive team; the application to the TSXV in respect of the Transaction; the completion, ratio and timing of the Consolidation; and the recapitalized Company's corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Transaction, the Consolidation, the TSXV and regulatory approvals and the satisfaction of other closing conditions. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the parties being unable to obtain the required TSXV approvals, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for the oil and gas production and/or otherwise adversely affects the Company, the availability of investment opportunities meeting the new executive team's investment criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All dollar figures included herein are presented in Canadian dollars, unless otherwise noted. SOURCE Willow Biosciences Inc.
Cision Canada
24-04-2025
- Business
- Cision Canada
CULICO METALS INC. COMPLETES STRATEGIC COPPER INVESTMENT INTO KHARROUBA COPPER COMPANY INC.
TORONTO, April 24, 2025 /CNW/ - Culico Metals Inc. (TSXV: CLCO) (" Culico", or the " Corporation"), a TSXV Sandbox issuer, is pleased to announce an equity investment of US$3,000,000 (the " Investment") into Kharrouba Copper Company Inc. (" KCC"), a private Canadian company with copper mining and processing operations located near Marrakesh in the Kingdom of Morocco. Culico invested US$3,000,000 in exchange for 30,000,000 common shares of KCC (the " Purchased Shares") at a price of US$0.10 per Purchased Share, representing approximately 8% of the issued and outstanding common shares of KCC (the " KCC Shares"). The Corporation was also granted the right to appoint one member to the board of directors of KCC for so long as the Corporation owns 5% or more of the KCC Shares. The Purchased Shares are subject to a four-month plus one day hold period from the date of issuance, and the Investment is subject to the final acceptance of the TSX Venture Exchange (the " TSXV"). The Investment is an arm's length transaction. Scott Hand, KCC's controlling shareholder and Executive Chairman, commented: "I am pleased to welcome Culico as a new substantial shareholder of KCC alongside established and well-known mining investors and look forward to benefitting from Culico's insights through participation on the KCC Board. Culico shares KCC's confidence in the growth potential of KCC's producing copper mine in Morocco and enormous exploration potential for copper and cobalt across our mining concessions. I believe KCC is very well positioned to benefit from strong copper demand growth in the coming years." Paul Huet, Chairman of Culico commented: "The opportunity to make a strategic investment into a well-run tightly held producing copper operation with very compelling near-surface exploration opportunities aligns with our vision to scale Culico into a meaningful copper and base metals company. The property in Morocco spans almost 320km 2 with numerous outcropping vein swarms along surface that are currently being exploited by shallow underground mining methods. We view the prospectivity of the property as very high and look forward to working with the KCC team to unlock the tremendous near surface exploration potential while generating cash flow from the current operations. Properties such as KCC's are a rare find in mining friendly jurisdictions and we are encouraged to be part of forming its exploration and operational strategy as key strategic investors. The investment into KCC was made after a review of numerous right-sized investment opportunities for Culico and allows us to deploy our investment capital in a manner that has strong potential to create substantial value for our stakeholders." Culico is currently listed pursuant to the TSXV Sandbox, and will remain so until, among other things, Culico has deployed at least C$4,663,000.00 to at least two qualifying investments that are satisfactory to the TSXV prior to August 14, 2025. Following the completion of the Investment and its investment in Americas Gold and Silver Corporation in November 2024, Culico has now satisfied this condition and has applied to the TSXV for an exit review in respect of its TSXV Sandbox listing. Investors are advised to read the Corporation's news release dated August 14, 2024 for more information regarding the waivers granted in connection with the Corporation's listing, details on the listing conditions imposed on the Corporation, the exit conditions the Corporation must meet in order to exit TSXV Sandbox, and any consequences if the Corporation does not meet these exit conditions. The Corporation also announces that Scott Hand, a director of the Corporation and the controlling shareholder of KCC, resigned from the Corporation's Board of Directors (the " Board") on April 10, 2025, with immediate effect and prior to the Board's consideration of the Investment. The Board's deliberations in respect of the Investment and its determination to proceed with the Investment were made following Mr. Hand's resignation from the Board and without Mr. Hand's involvement. About Kharrouba Copper Company Inc. KCC is a privately owned copper producer operating the KCC mine, located within an emerging copper mineral belt in the Kingdom of Morocco. The Company is led by Scott M. Hand, former CEO of Inco Ltd (sold to Brazil's Vale SA for USD $19 billion in 2006), who is also the founder the company and its largest shareholder. Morocco is a proven mining jurisdiction with a favorable tax regime and stable government. The Company has been in production since 2017, producing a high-quality copper concentrate that is currently sold to European customers. The Company plans to scale production through future exploration at its underexplored and highly prospective land package totaling 319 km 2. The property hosts multiple kilometers of outcropping exposed veins at surface. Information from surface mapping and underground workings have allowed KCC to target highly prospective areas. Follow up drilling is underway at recent discoveries which have seen no modern exploitation of fully intact outcropping vein systems. About Culico Metals Inc. Culico is a company focused on creating value in the mineral exploration, development and production sector. Culico's current assets include a 1% lithium royalty on certain mining interests held by Kali Metals Limited (ASX: KM1) and the right to receive a deferred consideration payment due to the on-sale of the Dumont project. The Dumont project is a large-scale nickel deposit located 25 km west of the town of Amos in the established Abitibi mining camp in the mining-friendly Canadian province of Québec. Culico holds an interest in the net proceeds from a future sale or other monetization event involving the Dumont project. Cautionary Note Regarding Forward-looking Statements This news release contains certain "forward-looking statements" under applicable Canadian securities laws concerning the business, operations and financial performance and condition of Culico. Except for statements of historical fact relating to Culico, all statements included herein are forward-looking statements. The words "believe", "expect", "strategy", "target", "plan", "scheduled", "commitment", "opportunities", "guidance", "project", "continue", "on track", "estimate", "growth", "forecast", "potential", "future", "extend", "planned", "will", "could", "would", "should", "may" and similar expressions typically identify forward-looking statements. In particular, this news release contains forward-looking statements including, without limitation, information and statements regarding: the Investment; the business and operations of Culico and KCC; the receipt of final acceptance from the TSXV; and the Corporation's ability to meet all the exit conditions in order to exit TSXV Sandbox and the TSXV's satisfactory review thereof. Forward-looking statements are necessarily based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Culico and there is no assurance they will prove to be correct. These factors are discussed in greater detail in Culico's TSXV Form 2B – Listing Application, filed under the Corporation's issuer profile on SEDAR+, which also provides additional general assumptions in connection with these statements. Culico cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Although Culico has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Culico undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Comparative market information is as of a date prior to the date of this document. Further, the forward-looking statements included herein speak only as of the date of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Investors are advised that the Corporation has been listed on TSXV as a TSXV Sandbox Listing as the Corporation did not meet all TSXV's listing requirements at the time of listing. Investors are advised to read the Corporation's news release dated August 14, 2024 to review all waivers granted in connection with the Corporation's listing, details on the listing conditions imposed on the Corporation, the exit conditions the Corporation must meet in order to exit TSXV Sandbox, and any consequences if the Corporation does not meet these exit conditions. There can be no assurance that the Corporation will meet all the Exit Conditions. For details on TSXV Sandbox, please visit ().
