Haltain Signed LOI with ScreenPro Security For Reverse Take Over

VANCOUVER, BC, June 25, 2020 /CNW/ - Haltain Developments Corp. ("Haltain" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI), dated June 16, 2020, with ScreenPro Security Ltd. ("ScreenPro"), an arm's length private healthcare technology services company incorporated under the laws of British Columbia.

Pursuant to the terms and conditions of the LOI, Haltain and ScreenPro will negotiate and enter into a definitive agreement (the "Definitive Agreement"), pursuant to which ScreenPro will combine its corporate existence with that of Haltain or will otherwise becoming a wholly owned subsidiary of Haltain (the "Transaction"). The resulting issuer (the "Resulting Issuer"), upon completion of the Transaction, will operate the current business of ScreenPro and will change its name to "ScreenPro Security Ltd.", or such other name as acceptable to the current management of ScreenPro.

Concurrent Financing

In connection with the Transaction, ScreenPro will complete a non-brokered private placement (the "Concurrent Financing") of securities of ScreenPro for aggregate gross proceeds of up to CDN$2,000,000. The Concurrent Financing will be completed in such amount as is adequate to meet the applicable listing requirements of the Canadian Securities Exchange (the "CSE") for the Resulting Issuer upon completion of the Transaction and to satisfy the business development and working capital requirements of Resulting Issuer.

The Transaction

It is anticipated that the Transaction will be structured as a three-cornered amalgamation or other form of business combination, whereby Haltain will acquire all of the securities of ScreenPro to form the Resulting Issuer. The final structure of the Transaction will be determined by the parties following the receipt of tax, corporate and securities law advice. It is anticipated that the Definitive Agreement will be signed on or before July 31, 2020, at which time Haltain will issue a comprehensive news release in respect of the Transaction.

The closing of the Transaction is subject to a number of conditions, including but not limited to the following:

• the execution of the Definitive Agreement;
• the completion of due diligence to the satisfaction of each party;
• completion of the Concurrent Financing;
• approval of the shareholders of Haltain;
• the completion of the Consolidation (as defined below);
• the revocation of the outstanding cease trade order against Haltain, issued by the British Columbia Securities Commission on April 5, 2019; and
• the receipt of all necessary approvals, including, without limitation, regulatory approval for the listing of the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the CSE.

Pursuant to the terms of the Transaction, it is anticipated that the holders (the "ScreenPro Shareholders") of common shares in the capital of ScreenPro ("ScreenPro Shares") will exchange 100% of their ScreenPro Shares for common shares of the Resulting Issuer, in accordance with an exchange ratio to be fixed pursuant to the terms of the Definitive Agreement such that the deemed value of the aggregate number of common shares of Haltain ("Haltain Shares") outstanding as of the closing date of the Transaction will be deemed to be approximately $750,000, based on the valuation of ScreenPro implied by the Concurrent Financing (the "Exchange Ratio"). Prior to closing of the Transaction, the Haltain Shares shall be consolidated on such basis as is required to give effect to the Exchange Ratio (the "Consolidation").

Upon completion of the Transaction, certain of the Resulting Issuer Shares may be subject to the escrow requirements of the CSE and to hold periods as required by applicable securities laws.

About ScreenPro Ltd

ScreenPro is a private Canadian company providing turnkey Covid-19 testing solutions to governments and corporations. There is currently a gap in procuring reliable Covid-19 test kits and making these readily available to various government agencies and private corporations. In addition, there is a need for a full service company with mobile capabilities that can administer the test and provide the results in a safe and efficient fashion. ScreenPro's unique access to multiple manufacturers of high quality South Korean test kits and our strategic partnership with Transpharm labs allows ScreenPro to be a nationwide provider of a full service testing solutions across Canada. In addition to providing test kits, ScreenPro has access to high quality PPE to ensure that our clients are protected in all aspects of their testing needs. 

ScreenPro's mission is to provide turnkey solutions that allow governments and corporations to return to work in a safe and responsible fashion.

Forward Looking Statements: All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement on mutually acceptable terms or complete the Transaction in the manner contemplated herein, if at all, that the due diligence of any of the parties will be satisfactory, that the Concurrent Financing will be completed, that the proceeds of any Concurrent Financing will be used for the purposes stated herein, or that the parties will obtain any required board, shareholder, third-party and/or regulatory or other governmental approvals, if any. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.

SOURCE Haltain Developments Corp.