NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES
VANCOUVER, BC--(Marketwired - June 28, 2017) - Xineoh Technologies Inc. (the "Company") is pleased to announce that it has closed its previously announced transaction with Xineoh, Inc. ("Xineoh"), pursuant to which the Company acquired Xineoh through a plan of merger (the "Transaction"). Xineoh holds a portfolio of intellectual property related to advanced advertising technology and processes. In connection with the Transaction, the Company completed a financing for gross proceeds of approximately US$1.2 million (Cdn$1.6 million).
The Transaction transforms the Company into a technology issuer and merges the considerable public company management and capital markets expertise of the Company's management company, King & Bay West Management Corp., with the assets and considerable engineering, design and sales expertise of Xineoh. Xineoh's goal is to utilize its technology to be a global leader in the artificial intelligence powered recommendation search engine industry.
In connection with the Transaction the Company changed its name from Golden Raven Resources Ltd. and completed a share consolidation on the basis of one post-consolidation common share for every three pre-consolidation common shares. For further information regarding the Transaction, please see the Company's press release dated March 1, 2017 and the material change report that will be filed by the Company on SEDAR with respect to the closing of the Transaction.
Xineoh Technologies is part of the King & Bay West Group ("KBW") of companies. KBW is a merchant bank and management services company that specializes in identifying, funding, developing and managing growth opportunities in the resource and technology sectors.
As a result of the closing of the Transaction, Kelcey Mauritius Limited, a Mauritius corporation, together with its joint actors, beneficially own and control 67,500,000 common shares of the Company, representing approximately 69.5% of the issued and outstanding common shares of the Company. Prior to the Transaction, Kelcey Mauritius Limited did not hold any common shares of the Company. Kelcey Mauritius Limited has acquired the common shares for investment purposes in connection with the Transaction and may, in the future, acquire or dispose of the common shares through the market, private or otherwise as circumstances or market conditions warrant. Kelcey Mauritius Limited's address is Suite 114, 3rd Floor, Medine Mews, Chaussée Street, Port Louis, Mauritius.
An Early Warning Report for Kelcey Mauritius Limited will be filed with the applicable Canadian securities commissions in respect of the acquisition and is available at www.sedar.com.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Cautionary Note Regarding Forward-Looking Information
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the future prospects and strategy of the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations, (ii) no material obstacles, technical or otherwise, will hinder the Company's operations following the Transaction, and (iii) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company's failure to make effective use of its available funds following the Transaction, (ii) the failure of the Company's commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) the Company's inability to obtain the necessary approvals for the Transaction, (iv) an increase in the Company's operating costs above what is necessary to sustain its operations, (v) cyber security issues, labour disputes or the materialization of similar risks, (vi) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, and (vii) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company's filings with Canadian securities regulatory authorities available at www.sedar.com. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.