EUREKA CAPITAL CORP. ANNOUNCES TERMINATION OF BUSINESS COMBINATION AGREEMENT WITH EMPIRE HYDROGEN ENERGY SYSTEMS INC.
/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, AB, Feb. 20, 2025 /CNW/ - Eureka Capital Corp. (TSXV: EBCD.P) ("Eureka") a capital pool company as defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange") is announcing that, further to its previous news release dated August 23, 2024 (the "August News Release") in which it announced that it had entered into a business combination agreement (the "Definitive Agreement") with Empire Hydrogen Energy Systems Inc. ("Empire"), whereby Eureka's wholly-owned subsidiary, 16299440 Canada Inc., would amalgamate with Empire to complete Eureka's qualifying transaction (the "Proposed Transaction"), subject to certain conditions further detailed within the Definitive Agreement (the "ConditionsPrecedent"), effective February 19, 2025, Eureka has decided to terminate the Proposed Transaction (the "Termination").
Termination of the Definitive Agreement
On February 19, 2025, in accordance with the terms and conditions of the Definitive Agreement, Eureka provided Empire with written notice of its immediate termination of the Definitive Agreement. The Termination resulted from certain Conditions Precedent failing to be met within the timelines prescribed pursuant to the Definitive Agreement.
"This decision was not taken lightly" said Minaz Lalani, Eureka CEO, "and both organizations worked hard to consummate this transaction. Certain hurdles throughout the process led to significant delays, which led to the unfortunate realization that the transaction could not be completed within the established timeframe."
The Bridge Loan Agreement dated August 22, 2024, between Empire and Eureka (the "Bridge Loan") was not terminated and remains in place. As noted in the August News Release, the Bridge Loan constituted an advance from Eureka to Empire of $250,000 by way of a secured loan bearing interest at a rate of Prime plus two percent (2%).
ABOUT EUREKA
Eureka is a capital pool company that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Exchange's CPC Policy, until the completion of its qualifying transaction, Eureka will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the Termination and has neither approved nor disapproved the content of this press release.
Investors are cautioned that, except as disclosed in the Material Change Report, any information released or received with respect to the Termination may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
SOURCE Eureka Capital Corp.