Spirit Banner Announces Management Changes and Provides Update on Qualifying Transaction

TORONTO, April 29, 2019 (GLOBE NEWSWIRE) — Spirit Banner Capital Corp. (“Spirit Banner” or the “Corporation”) (TSX-V: SBCC.P) wishes to announce that effective April 26, 2019, Mr. Peter Schloo will be assuming the role of chief financial officer. Mr. Jing Peng has tendered his resignation as chief financial officer of the Corporation as a result of changes in circumstances relating to other business interests.

Mr. Schloo has over 7 years of progressive experience across various industries including Mining, Insurance, Financial Institutions and Real Estate covering Assurance, Operations, Corporate and Business Development roles.  He holds the Chartered Professional Accountant, Chartered Accountant and Chartered Financial Analyst Designations. It is anticipated Mr. Schloo will continue in his role as the chief financial officer of the resulting issuer after completion of the Corporation’s Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange.

Aneel Waraich, director and chief executive officer of the Corporation said, “On behalf of the Board of Directors, I would like to thank Mr. Peng for serving as chief financial officer and for his contributions to Spirit Banner. I look forward to working with Mr. Schloo as the new chief financial officer moving forward.”

Update on Qualifying Transaction

Spirit Banner and Ion Energy Ltd. (“Ion Energy“) are conducting due diligence and finalizing terms of a definitive agreement to complete a three-cornered amalgamation to ultimately form the resulting issuer which will continue the business of Ion Energy (the “Proposed Transaction“). Spirit Banner intends that the Proposed Transaction will constitute its Qualifying Transaction.

For further information regarding the Proposed Transaction, please refer to the press release of Spirit Banner dated March 4, 2019, which can be found on the Corporation’s SEDAR profile at www.sedar.com. Spirit Banner will provide further details in respect of the Proposed Transaction in due course by way of press release.

For further information, contact:

Spirit Banner Capital Corp.
Aneel Waraich, CEO
[email protected]

Ion Energy Ltd.
Ali Haji, CEO
[email protected]

Cautionary Note Regarding Forward-Looking Information

Information set forth in this news release contains forwardlooking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Spirit Banner cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Spirit Banner’s control. Such factors include, among other things: risks and uncertainties relating to Spirit Banner’s ability to complete the proposed Qualifying Transaction, including those described in Spirit Banner’s Prospectus dated December 12, 2017, available on the Corporation’s SEDAR profile at www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forwardlooking information. Except as required under applicable securities legislation, Spirit Banner undertakes no obligation to publicly update or revise forwardlooking information. 

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction 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. 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.  A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.