Global Care Capital Announces Definitive Agreement for Acquisition of Bishop Hill Holdings Ltd.
Vancouver, British Columbia--(Newsfile Corp. - January 25, 2023) - Global Care Capital Inc. (CSE: HLTH) (FSE: L6V2) (the "Company" or "Global Care") a global investment company which engages in early-stage investment opportunities in private and public companies, is pleased to provide an update to the signing of the Memorandum of Understanding (the "MOU") with Titan Electricity Ltd. UK, ("Titan") on December 19, 2022.
Global Care Capital is pleased to announce that it has entered into a share purchase agreement among the Company, Carbon Canada Corp. ("Carbon Canada") and the wholly-owned subsidiary of Carbon Canada, Bishop Hill Holdings Ltd. ("Bishop Hill") dated January 20, 2023 (the "Share Purchase Agreement"), which sets out the terms and conditions for the acquisition by the Company of up to all of the issued and outstanding securities in the capital of Bishop Hill in exchange for cash and securities of Global Care (the "Transaction").
Bishop Hill holds a 15% undivided interest in Titan. Titan holds global intellectual property rights to the "Geo-Engines™" a net zero geothermal energy generation technology used for gas cleaning (Sour Gas), CO2 sequestration and domestic energy supplies. Oil and Gas companies using Titan's "Geo-Engines™" can potentially cut onsite CO2 emissions to zero, help improve energy security and break the reliance on coal and oil.
In connection with initial closing of the Transaction pursuant to the terms of the Share Purchase Agreement (the "First Closing"), Global Care will acquire a 60.44% interest in Bishop Hill by issuing 600,000,000 common shares of Global Care (the "Consideration Shares") to Carbon Canada at a deemed price of $0.05 per Consideration Share. The Consideration Shares will be subject to a four month hold period under applicable securities laws.
Upon completion of the First Closing, Global Care shall have the option, in its sole discretion (the "Option"), to acquire the remaining Bishop Hill Shares for cash consideration of CDN$19,636,500.17. Global Care may exercise the Option at any time on or before the 2nd anniversary of the First Closing. The Company currently intends to exercise the Option to acquire a 100% interest of Bishop Hill but is under no obligation to do so.
Closing of the Transaction is subject to, among other things, receipt by Global Care of an independent third party valuation of Titan which is satisfactory to Global Care in its sole discretion, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, and board approvals being obtained, including the approval of the Canadian Securities Exchange (the "CSE"). There can be no assurance that the Transaction will be completed as proposed, or at all. The Transaction is an arms-length transaction and no change in management or the Board of Directors of Global Care is being contemplated at this time.
In consideration of the introduction to the Company, Global Care may pay a finder's fee in cash, shares or warrants up to the maximum allowable under the policies of the Canadian Securities Exchange.
About Titan Electricity Ltd.
Titan Electricity harvests geothermal energy using their Geo-Engine™ technology at the natural gas wellhead. This new inline power generation technology provides geothermal energy that is available for use by field operator to refine their natural gas. CO2 is separated out during this process and sequestered underground using the geothermal energy recovered from the natural gas flow. Reducing CO2 emission at source has two key benefits, it prevents venting of CO2 into the atmosphere - reducing greenhouse gas emissions and provides much needed CO2 burial for governments to meet their carbon reduction targets.
About Global Care Capital Inc.
Global Care Capital is a global investment company which specializes in providing early-stage financing to private and public companies. The Company engages in new, early-stage investment opportunities in previously underdeveloped assets and obtaining positions in early-stage investment opportunities that adequately reflect the risk profile.
GLOBAL CARE CAPITAL INC.:
Mr. Hugh Maddin, Interim CEO
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Forward-Looking Information: This news release includes certain statements that may be deemed "forward-looking statements". The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "would", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedar.com.
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