Tilting Capital Corp. Announces Private Placement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES/

CALGARY, Dec. 26, 2017 /CNW/ - Tilting Capital Corp. (NEX: TLL.H) (the "Company") is pleased to announces its intention to undertake a non-brokered private placement of up to $500,000 (the "Offering") in units comprised of one common share and one common share purchase warrant (the "Units"). Each Unit will be priced at $0.015 per Unit. Each common share purchase warrant will entitle the holder to purchase one additional common share at a price of $0.03 per share for a period of 24 months from the date of issue.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the NEX board of the TSX Venture Exchange (the "Exchange").  All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.  The Company may pay Finder's Fees in connection with the Offering.  The proceeds from the Offering will be used for general working capital.

Upon closing of the Offering, the Company intends to complete a consolidation of its issued and outstanding common shares of up to a maximum of ten (10) old shares for every one (1) new share (the "Consolidation").  The Company will provide an undertaking to the Exchange to complete the Consolidation no later than 6 months from the completion of the Offering.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved or disapproved of the contents of this press release. 

Neither the NEX Board, 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 press release. 

Forward-Looking Statements

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Proposed Transaction and the definitive agreement in respect of the Proposed Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Proposed Transaction, that the ultimate terms of the Proposed Transaction will differ from those that currently are contemplated, and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

SOURCE Tilting Capital Corp.

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