Scope Carbon Corp. Files Preliminary Prospectus
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, BRITISH COLUMBIA July 11, 2022 — Scope Carbon Corp. (“Scope” or the “Company”) is pleased to announce the filing of a preliminary prospectus dated June 9, 2022 (the “Preliminary Prospectus”) with the securities regulatory authorities in the provinces of Ontario, Alberta, and British Columbia, and has received receipts for same on June 14, 2022. The proposed prospectus offering (the “Offering”) is for $1,050,000 through the issuance of common shares of the Company (each a “Common Share”) at a price of $0.10 per share. Research Capital Corporation (the “Agent”) has been appointed the agent with respect to the Offering on a commercially reasonable efforts basis, and will receive a cash commission equal to ten percent (10%) of the gross proceeds from the Offering. In addition, the Company will issue to the Agent or its subagents, upon completion of the Offering, that number of compensation options (the “Agent’s Compensation Option”) equal to ten percent (10%) of the Common Shares sold pursuant to the Offering. Each Agent’s Compensation Option will entitle the holder thereof to purchase one Common Share at a price of $0.10 at any time prior to the date that is 24 months from the completion of the Offering. Upon completion of the Offering, the Agent will also receive a corporate finance work fee of $35,000, plus applicable taxes in addition to reimbursement of certain expenses.
The Company intends to use the net proceeds of the Offering to fund its business operations for twelve (12) months as well as for general working capital purposes as contemplated in the Preliminary Prospectus.
The Company is also pleased to announce the submission of an initial application for listing of its Common Shares on the Canadian Securities Exchange (the “CSE”). Listing and trading of the Common Shares will be subject to the Company fulfilling all listing requirements of the CSE. The CSE has not conditionally approved the Company’s listing application and there is no assurance that it will do so.
The Preliminary Prospectus contains important information relating to the Offering and is still subject to completion or amendment. A copy of the Preliminary Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.
About Scope Carbon Corp.
Scope is a carbon mapping technology company located in Vancouver, British Columbia and is focused on the commercial development of its proprietary technology (the “Scope Analysis Platform”). The Scope Analysis Platform is an AI-driven image recognition technology used for the identification and estimation of carbon-based lifeforms and carbon emissions, both key components in the identification of carbon credits.
Darien Lattanzi, Director
(604) 683 0911
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements that constitute forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements in this news release that are not purely historical statements of fact are forward-looking statements and include statements regarding beliefs, plans, expectations, future, strategy, objectives, goals and targets, the development of future operations, the Offering, use of funds from the Offering, listing on the CSE, and orientations regarding the future as of the date of this news release. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “aim”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved.
Forward-looking statements involve known and unknown risks, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, and includes those risks described in the Preliminary Prospectus, a copy of which is available under the Company’s profile at www.sedar.com. Forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from
those projected in these forward-looking statements.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The CSE has in no way passed upon the merits of the business of the Company and has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.