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Good2Go2 Enters Into Business Combination Agreement with Canadian Teleradiology Services, Inc.
TORONTO, July 16, 2020 – Good2Go2 Corp. (TSX-V: GOAL.P) ("G2G2" or the "Company") is pleased to announce that, further to its press release dated June 29, 2020, it has entered into a binding business combination agreement (the “Merger Agreement”) effective July 15, 2020, to complete an acquisition (the "Acquisition") pursuant to which the Company will, directly or indirectly, acquire all of the issued and outstanding securities of Canadian Teleradiology Services, Inc. ("CTS"), an arm’s length Canadian company whose principal business activity is providing teleradiology services (medical imaging procedures using computer-processed combinations and computed tomography via secured remote interface) to client hospitals, using licensed IT platforms and hosted servers. The Acquisition will constitute the “Qualifying Transaction” of G2G2 as defined in the policies of the TSX Venture Exchange (the “Exchange”).
For additional details regarding the proposed Acquisition, see the Company’s June 29, 2020 press release. Completion of the proposed Acquisition remains subject to a number of conditions, including but not limited to: completion by CTS of a concurrent financing, completion of customary due diligence, receipt of all necessary regulatory, corporate and third-party approvals, Exchange approval, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained, including approval of the shareholders of CTS for the Acquisition, and the approval of shareholders of G2G2 for certain corporate matters related to the Acquisition.
Trading in G2G2 Shares
Trading in the Company's shares has been halted in compliance with the policies of the Exchange. Trading in the Company's shares will remain halted pending the review of the proposed Acquisition by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in the shares of the Company will not resume prior to the closing of the Acquisition.
Disclosure and Caution
Further details about the proposed Acquisition will be provided in a comprehensive press release and in the disclosure document to be prepared and filed in respect of the Acquisition.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in securities of Good2Go2 Corp. should be considered highly speculative.
This news release contains "forward-looking information" within the meaning of applicable securities laws, which involves known and unknown risks, uncertainties and other factors relating to the proposal to complete the Qualifying Transaction and associated transactions that may cause actual events to differ materially from current expectations. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction, and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities).
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance, the availability of funds, the results of financing efforts, the parties' due diligence reviews, and general market conditions. There can be no assurance that the transaction will be completed as proposed or at all. Other conditions that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.