May 9, 2022 (Source) – CBLT Inc. (TSXV: CBLT) (“CBLT”) is very pleased to report that its investee Ciscom Corp. (“Ciscom”) has received a receipt from the Ontario Securities Commission for its preliminary prospectus (the “Prospectus”). The Prospectus can be found at Ciscom’s Sedar page: Ciscom Corp. Profile (sedar.com).
“We have been working with Ciscom for roughly 18 months, helping the team get ready for this event,” said CBLT CEO, Peter M. Clausi. “Next up will be assisting with listing on the Canadian Securities Exchange, governance and capital markets.”
CBLT owns 4,215,116 common shares of Ciscom, or roughly 10.5% of Ciscom’s outstanding shares. As described in CBLT’s press release of November 10, 2021, CBLT has declared a dividend of some of those shares back to its shareholder base, the timing of the payment of such dividend to be at the discretion of CBLT’s board.
A summary of Ciscom can be taken directly from page 12 of the Prospectus:
The Company’s principal business is investing in and acquiring companies operating in the Information, Communications and Technology sector and playing an active role in the management of these companies to mitigate risk and maximize growth. The Company defines itself as an enabling business accelerator. Through ownership of Common Shares, the general public has an opportunity to participate in the financial growth of the investments and acquisitions made by the Ciscom in these companies.
Ciscom targets companies in the following areas: 1. The ICT sector; and 2. Organizations using technology as a way to process data, incorporate external databases, documents and information to deliver the products and services (big data applications).
In addition to its investment and acquisition activities, the Company’s business mandate includes the negotiating strategic joint ventures and the identification of the implementation of synergies through shared services.
The business of the Company includes the management of its investments and acquisitions to improve long‐ term performance. The Company invests and acquires small to medium size enterprises/businesses (“SME”) with growth potential and is paying moderate acquisition prices, based on proven profitability track records, which lowers risks and shortens the return on capital period.
In addition to providing returns to its investors, Ciscom provides an exit strategy to entrepreneurs. Currently there is significant inter‐generational wealth transfers which create an increased influx of offers to sell, while there are limited opportunities being offered to the SME market participants. The Company addresses this gap in the market.
The Company charges subsidiaries a management fee for its services. The Company second investment is expected to close in calendar Q2 2022 and it is further expected to initiate third and fourth investments and acquisitions in the summer and fall of 2022.
Ciscom has already made one acquisition, resulting in its wholly-owned subsidiary Market Focus Direct Inc., and as referenced above has signed a share purchase agreement to acquire another (Prospect Media Group Ltd. and its parent company) in Q2 2022. The Combined Pro Forma Statement of Financial Position and Combined Pro Forma Statement of Profit & Loss as at December 31, 2021 are found at Schedules J and K respectively of the Prospectus. Those schedules are attached to this press release.
Of particular note is the combined revenue line in Schedule K, which shows $27,865,234 as of December 31, 2021. Schedule J shows combined net equity at the same date of $4,966,813.
CBLT will continue to report on Ciscom’s developments and will declare the payment of the dividend to CBLT’s shareholders as soon as reasonably possible.
CBLT also announces it has granted 100,000 options to a consultant of the Company, with such options vesting immediately and having a 5 year term, at a strike price of $.05 per option.
Peter M. Clausi
CEO and Director
1 416 890 1232
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain statements that constitute forward-looking statements as they relate to CBLT and its management. Forward-looking statements are not historical facts but represent management’s current expectation of future events, and can be identified by words such as “believe”, “expects”, “will”, “intends”, “plans”, “projects”, “anticipates”, “estimates”, “should”, “continues” and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct or will come to pass.
By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this new release, CBLT will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, CBLT assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to; SARS-CoV-2; reliance on key personnel; the performance of the Ciscom Corp. leadership team; shareholder and regulatory approvals; First Nations and other local communities; jurisdictional risk; risks of future legal proceedings; income tax matters; availability and terms of financing; distribution of securities; commodities pricing; environmental issues; forest fires and other natural phenomena; rising costs related to inflation; effect of market interest on price of securities; failing to identify an economically viable mineral deposit; and, potential dilution.
CBLT’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of illness caused by COVID-19. It is not possible to accurately predict the impact COVID-19 will have on operations and the ability of others to meet their obligations, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect operations and the ability to finance its operations.
Combined Pro Forma Statement of Financial Position with Ciscom Corp. and 1883713 Ontario Inc.
as at December 31, 2021
To view an enhanced version of Schedule J, please visit:
Combined Pro Forma Statement of Profit & Loss with Ciscom Corp. and 1883713 Ontario Inc.
as at December 31, 2021
To view an enhanced version of Schedule K, please visit: