Sora Capital Announces Definitive Agreement to Acquire ProSmart Sports Development
Vancouver, BC—March 15, 2017
Sora Capital Corp. (TSXV:SOR) (the “Company”) is pleased to announce that further to its news release of February 8, 2017, it has entered into a share exchange agreement dated March 14, 2017 among the Company, ProSmart Sports Development Inc. (“ProSmart”) and the shareholders of ProSmart (the “SEA”) pursuant to which the Company will acquire all of the issued and outstanding common shares of ProSmart (the “Transaction”). The Transaction constitutes a Fundamental Acquisition as defined by the policies of the TSX Venture Exchange (the “Exchange”).
In consideration for the Transaction, and on closing thereof, the Company will issue two common shares in the capital of the Company (the “Sora Shares”) for each outstanding share of ProSmart. The Company anticipates distributing approximately 33,330,592 Sora Shares to the shareholders of ProSmart on closing of the Transaction (the “Closing”) at a deemed price of $0.175 per Sora Share. The number of Sora Shares to be issued may increase by up to an additional 2,571,428 Sora Shares due to the conversion of currently outstanding liabilities of ProSmart of up to $450,000 at a price of $0.35 per ProSmart Share.
The Company intends to complete a non-brokered private placement offering in connection with the Transaction (the “Offering”). Further details regarding the terms and conditions of the Offering will be provided once determined.
Completion of the Transaction is subject to a number of conditions, including but not limited to, diligence investigations by the respective parties, completion of the Offering, approval of the respective boards of directors and regulatory approvals, including approval of the Exchange. There can be no assurance that the Transaction will be completed as proposed or at all.
“Signing the Definitive Agreement is another important step and demonstrates our commitment and focus on making Sora the leader in the online sports technology marketplace.”, reports Paul Reinhart, CEO of Sora Capital.
Incorporated in April of 2014, ProSmart is the internet’s leading free sports team development service, and currently helps teams of all ages to “Build Confidence” in over 42 countries across more than 1,500 grassroots associations worldwide. ProSmart offers the most comprehensive suite of customized practice plans, fully animated drills and personalized skill videos available on mobile devices via the iTunes store and on the web at prosmartsports.com. This valuable information is provided by leading educators and partners and is delivered within a proprietary content management system to ensure the highest degree of relevance to the end user and an effective transfer of knowledge.
Alan Schuler, CEO of ProSmart also comments, “We are pleased to take the next formal step in joining Sora as we collectively focus on the large and growing sports software industry. Aligning our individual strengths toward a common vision offers us the best opportunity to expand our services and address the opportunities in the recreational sports industry. I am excited to leverage the collective attributes of Sora, RosterBot and ProSmart to very quickly position us a leader within the marketplace.”
On behalf of Sora Capital Corp.
Sora Capital Corp.: http://soracapital.ca
RosterBot Inc.: https://rosterbot.com
ProSmart Sports: http://prosmartsports.com
HelpHub Services Inc.: https://helphub.me
About Sora Capital Corp.
Based in Vancouver, BC, the Company (http://soracapital.ca) is an investment issuer, focusing on emerging companies in the Software as a Service (“SaaS”) sector of the technology industry, more specifically, companies with consumer facing products and services with revenue models, including subscriptions, transactional service fees and targeted advertising in the growing sports industry. Using the expertise of its management in both the venture finance and technology sectors, Sora identifies candidate companies in need of capital investment and operational support.(https://rosterbot.com) and HelpHub Services Inc. (https://helphub.me).
About RosterBot Inc.
RosterBot is the internet’s leading free sports team management service, and currently helps teams of all ages to “Take The Work Out of Play” in over 100 countries and more than 500 types of sports and activities worldwide. RosterBot offers the most comprehensive suite of team scheduling, bookkeeping, and collaboration tools available on mobile devices via the iTunes or Google Play stores and on the web at rosterbot.com
About HelpHub Services Inc.
HelpHub is a real-time open market connecting students and tutors anytime, anywhere. HelpHub enables students to instantly connect with experts in over 500 subjects, from over 60 countries. With whatever students need help—whether it's a five-minute session or an hour-long, recurring weekly session—HelpHub accommodates any schedule. HelpHub provides tools for tutors that allows them to manage, develop, and grow their tutoring business and also enables them connect with students via video, phone, in-person, and from their mobile devices. HelpHub is available on desktop or as an app for iOS devices in the iTunes store.
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