Obtains Conditional Acceptance to List on CSE
May 6, 2016 — Vancouver, British Columbia. NEOTECK SOLUTIONS INC. (“Neoteck”) (TSX-V: NEO.H) is pleased to announce that the Canadian Securities Exchange has conditionally accepted the listing of the common shares of Neoteck immediately following closing of its acquisition of the assets that comprise the Hello Pal Software application (the “HPI Platform”) in accordance with the terms of an asset purchase agreement dated February 29, 2016 with Hello Pal International Inc. The details of the transaction are set forth in Neoteck’s news release issued on February 29, 2016.
Increase to Proposed Financing
Neoteck is also pleased to announce that it has increased its previously announced private placement financing from 8,333,334 post-consolidation common shares of Neoteck to 11,666,667 post-consolidation common shares of Neoteck at a price of $0.15 per post-consolidation common share of Neoteck for gross proceeds of $1,750,000 (the “Financing”).
A portion of the Financing will be completed in accordance with the exemption set out in B.C. Instrument 45-536 – Exemptions from prospectus requirement for certain distributions through an investment dealer.
Assuming that the Financing is fully subscribed, Neoteck plans to allocate the gross proceeds of the Financing as follows: (i) $500,000 for enhancement of the HPI Platform, (ii) $200,000 for marketing and user acquisitions, (iii) $600,000 for general and administrative expenses, and (iv) $450,000 for working capital purposes.
Subject to CSE approval, finder’s fees may be payable in connection with the Financing.
About Hello Pal International, Inc. and the HPI Platform
Hello Pal International, Inc. (“HPI”) was incorporated under the laws of the British Virgin Islands and it maintains its principal head office located in Road Town, Tortola, BVI. The HPI Platform is a proprietary and open social exchange language and learning mobile application and network (i.e., a full mobile language exchange) for use in a whole host of applications – including for language learning and socialization. The HPI Platform has been designed from the ground up to be easy to use and enables users’ the freedom to speak in their own language regardless of the other person’s language they are speaking to. The Hello Pal application was launched on the Google Play Store in May 2015 and iOS App Store November 2015. It is anticipated to be launched on the Windows platform in 2016.
KL Wong is the Chief Executive Officer, director and controlling shareholder of HPI.
Neoteck is a company incorporated under the laws of British Columbia and has been actively seeking out a business for its future operations. Neoteck is listed for trading on the TSXV under the symbol “NEO.H”.
For further information please contact:
Neoteck Solutions Inc.
Gunther Roehlig, CEO
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Neoteck cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Neoteck’s control. Such factors include, among other things: risks and uncertainties relating to Neoteck’s ability to complete the proposed Transaction; and other risks and uncertainties. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Neoteck undertakes no obligation to publicly update or revise forward-looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to, the Listing on the CSE, De-Listing from the TSXV and Neoteck Shareholder Approval. 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 the CSE Form 2A – Listing Statement to be prepared in connection with the transaction, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of Neoteck 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.
A halt in trading shall remain in place until the De-Listing of Neoteck’s Shares from the TSX Venture Exchange.
NEITHER 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.