TORONTO, Feb. 13, 2019 /CNW/ - Acasta Enterprises Inc. (TSX:AEF) ("Acasta" or the "Company") makes the following announcement in response to the press release issued yesterday by Anson Funds Inc.

The proposed transaction announced on February 8, 2019 was necessitated by Acasta's desire to reduce its overall debt burden and associated high interest expenses. After careful consideration, the independent directors determined that the proposed transaction was in the best interests of the Company. It benefits all shareholders except the lenders who are converting secured, high yield debt into equity at a challenging time for Acasta.

The proposed transaction complies with all applicable securities laws and TSX policies concerning transactions with non-arm's length parties.

The net effect of the proposed transaction on overall shareholdings in Acasta is non-material and will not affect control of the Company. The Company's largest shareholders will remain its largest shareholders.

The statements made by Anson Funds concerning a possible transaction involving the Company's sole operating asset in 2018 are not factual and are misleading. Even more disconcerting to the Company is the fact that Anson Funds appears to have had access to confidential information about the Company which raises serious concerns for the Company as to whether Anson Funds traded in the Company's securities while in possession of material undisclosed information, including the November 2018 share acquisitions reported in Anson Funds' December 2018 alternative monthly report.

In light of the potentially serious implications under securities laws, the Company has shared its concerns with the applicable regulators regarding possible insider trading by Anson Funds, as well as Anson Funds' and its joint actors' non-compliance with early warning reporting requirements.

Its actions and statements, including its press release, clearly suggest that Anson Funds and its apparent joint actors (including 683 Capital Management LLC, Tappan Street Partners and 2JG Investments Limited, a company controlled by David Cynamon who is a member of the board of advisors to Anson Funds) are acting opportunistically for their own benefit to the detriment of all other shareholders. Any sale by Acasta of its sole operating asset at a discounted value would only benefit Anson Funds and its joint actors, many of whom are believed to have acquired their shares recently at prices below the current trading price. In contrast, the current Acasta management, who beneficially acquired their Acasta shares at $10 per share, have a long term vision for the business, including streamlining operations, reducing debt, and enhancing profitability, thereby building value for the benefit of all shareholders.

Cautions Regarding Future Plans and Forward Looking Information

Certain statements contained in this press release constitute forward-looking statements within the meaning of applicable Canadian securities laws which reflect the Corporation's current expectations and projections about future results. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intent", "estimate", "anticipate", "believe", "consider", "should", "plans", "predict", "estimate", "potential", "could", "likely", "approximately", "scheduled", "forecast", "variation" or "continue", or similar expressions suggesting future outcomes or events. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect.

Except as specifically required by applicable Canadian securities law, the Corporation undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. These forward-looking statements should not be relied upon as representing the Corporation's views as of any date subsequent to the date of this press release. There can be no assurance that forward-looking 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 forward-looking statements. There can be no assurance that the Conversion will be completed as proposed or at all.

SOURCE Acasta Enterprises Inc.

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