22 Capital Corp. Terminates Proposed Qualifying Transaction

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TORONTO, Jan. 23, 2018 /CNW/ - 22 Capital Corp. (TSXV: LFC.P) ("22 Capital") announces that it has terminated its proposed transaction with nDivision Inc. which would have resulted in a reverse take-over of 22 Capital (the "Transaction"). 22 Capital will continue to seek a qualifying transaction in accordance with the policies of the TSX Venture Exchange (the "TSXV") and will provide further updates in due course.

In connection with the Transaction, 22 Capital previously completed a non‐brokered private placement of 2,666,667 subscription receipts (the "Subscription Receipts") at a price of $0.1875 per Subscription Receipt for aggregate gross proceeds of $500,000 (the "Offering").  The gross proceeds from the Offering (the "Escrowed Funds") were deposited into escrow pending satisfaction of certain conditions relating to the completion of the Transaction, and will now be returned to the holders of the Subscription Receipts on a pro rata basis, and all Subscription Receipts will be automatically terminated without any further action on the part of such holders.

No deposit or cash advance was made by 22 Capital to nDivision in connection with the Transaction.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD‐LOOKING INFORMATION:

This news release contains "forward‐looking information" and "forward‐looking statements" (collectively, "forward‐looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward‐looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward‐looking statements. In this news release, forward‐looking statements relate, among other things, to any proposed future qualifying transaction of 22 Capital. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Except as required by law, 22 Capital assumes no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE 22 Capital Corp.

Steven Mintz, President and Chief Executive Officer, 22 Capital Corp., Telephone: (416) 864‐0578, Email: [email protected]