NOT FOR DISTRIBUTION TO US NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
TORONTO, May 28, 2018 (GLOBE NEWSWIRE) -- Malbex Resources Inc. ("Malbex" or the "Company") (TSX-V:MBG) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange") in respect of its change of business transaction (the "Transaction") with Samara Capital Inc. ("Samara"). Pursuant to the Transaction, Malbex is expected to become a merchant banking and financial advisory company focused on the small-cap market, with investments in cryptocurrency and blockchain sectors.
In connection with the Transaction, the Company has filed a filing statement dated May 28, 2018 under the Company's profile on SEDAR at www.sedar.com (the "Filing Statement"). Additional information about the Transaction can be obtained from the Filing Statement.
The Company is further pleased to announce that, in connection with the Transaction, it has entered into a management services agreement with Samara (the "Management Services Agreement"), pursuant to which Samara will provide the services of Ben Cubitt as the new Chief Executive Officer of Malbex. Further information about the Management Services Agreement and related matters can be found in the Filing Statement.
The Company also wishes to announce that in connection with the Transaction, the current board of Malbex, consisting of Terry MacGibbon, Joe Hamilton, Frank Davis, and Robert Low, is expected to resign, to be replaced by Ben Cubitt, Josh Crumb, Stefan Wieler, and Justin Oliver. The Company thanks the resigning directors for their service. Further information about the new board and management of the Company and related matters can be found in the Filing Statement.
The Company will issue a further comprehensive press release announcing closing of the Transaction and the date on which trading in the Company's common shares will resume in due course.
The closing of the Transaction remains subject to the satisfaction of a number of customary closing conditions, including the satisfaction of Exchange conditions. Subject to satisfaction or waiver of all necessary closing conditions, the Transaction is currently scheduled to be completed before June 15, 2018.
About Samara
Samara Capital Inc. is a Toronto based, OSC registered Investment Fund Manager that focuses on small cap companies across North America. The fund it manages, the Samara Fund Ltd., launched in 2012 and has been among the most successful hedge funds in Canada since inception.
CONTACT INFORMATION
Samara Capital Inc.
Ben Cubitt
President
(416) 479-5408
bcubitt@samarafunds.com
DISCLAIMER & READER ADVISORY
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 news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company following completion of the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals to complete the Transaction; risks associated with cryptocurrency and block-chain investments; and completion of satisfactory due diligence. The forward looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.