Calgary, Alberta–(Newsfile Corp. – February 22, 2021) – Greenstone Capital Corp. (TSXV: GSGS.P) (the “Company” or “Greenstone“), a capital pool company (“CPC“) pursuant to Policy 2.4 (the “CPC Policy“) of the TSX Venture Exchange (the “Exchange“), is pleased to announce that all matters submitted to shareholders for approval as set out in detail in the Company’s management information circular (the “Circular“) dated January 14, 2021 were approved at the special meeting of shareholders of the Company held on February 16, 2021 (the “Meeting“).
At the Meeting, the Company’s shareholders approved certain matters required to be approved in connection with the Company’s previously announced business combination (the “Proposed Transaction“) with Comprehensive Healthcare Solutions Inc. (“CHS“), including approving the board of directors and auditor of the Resulting Issuer (as such term is defined in the CPC Policy) and an amendment to the Company’s articles to create a new class of restricted voting convertible shares and to amend the existing terms of the Company’s common shares.
In addition, and in accordance with the CPC Policy, the Company is pleased to announce that disinterested shareholders of the Company voted in favour of the following resolutions (collectively, the “Disinterested Shareholder Resolutions“):
Resolution Approving the Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 Months of the Listing Date
Prior to the changes to the CPC Policy introduced by the Exchange on January 1, 2021, there were certain consequences if a CPC had not completed a Qualifying Transaction within 24 months of the CPC’s listing Date. These consequences included a potential for shares to be delisted or suspended, or, subject to the approval of the majority of the Company’s shareholders, transferring shares to list on the NEX and cancelling certain Seed Shares. The new CPC Policy removed these consequences assuming the CPC obtains disinterested shareholder approval approving the change.
Resolution Approving Certain Amendments to the Escrow Agreement
Prior to the changes to the CPC Policy introduced by the Exchange on January 1, 2021, Seed Shares of a CPC were subject to a 36 month escrow in the event the Resulting Issuer (as defined in the CPC Policy) was a Tier 2 issuer. The new CPC Policy permits such escrow period to be 18 months in duration. As a result of the shareholder approval of this resolution, the Company intends to amend its escrow agreement to reduce the escrow period from 36 months to 18 months.
Resolution Authorizing the Payment of Finders Fees to Non-Arm’s Length Parties
The CPC Policy introduced by the Exchange on January 1, 2021 permits the Company to pay finder’s fees to non-arm’s length parties in certain circumstances and in accordance with the CPC Policy. As a result of the shareholder approval of this resolution, the Company may pay finder’s fees to non-arm’s length parties to the CPC.
Approval of the Disinterested Shareholder Resolutions was sought in order for the Company to align certain of its policies with changes to CPC Policy introduced by the Exchange on January 1, 2021. Each of the Disinterested Shareholder Resolutions was approved by 100% of the Company’s shareholders who voted thereon, excluding the votes held by Non-Arm’s Length Parties (as such term is defined in Exchange policy 1.1) and holders of Seed Shares (as such term is defined in Exchange policy 1.1). An aggregate of 2,100,000 votes were excluded from each of the Disinterested Shareholder Resolutions.
Please refer to the Circular for further details with respect to the amendments associated with the Proposed Transaction and the new CPC Policy.
About Greenstone Capital Corp.
Greenstone is a CPC that completed its initial public offering and obtained a listing on the Exchange in August 2019 (trading symbol: “GSGS.P”). On December 7, 2020, Greenstone entered into a merger agreement and plan of reorganization with CHS with respect to the Proposed Transaction. If completed, the Proposed Transaction is intended to constitute Greenstone’s Qualifying Transaction (as such term is defined in the CPC Policy).
ON BEHALF OF THE BOARD OF DIRECTORS:
President, Chief Executive Officer, Chief Financial Officer and Director
Phone: (403) 613-7310
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Greenstone’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the Proposed Transaction and all other statements which are historical in nature. Such statements and information reflect the current view of Greenstone. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to fulfill conditions of completing the Proposed Transaction and inability to obtain required regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and Greenstone undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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