Toronto, Ontario–(Newsfile Corp. – March 18, 2021) – 9 Capital Corp. (TSXV: NCPLP) (“9 Capital” or the “Company“) announces that due to changes recently announced by the TSX Venture Exchange (the “TSXV“) to its Capital Pool Company program and changes to the TSXV’s Policy 2.4 – Capital Pool Companies, which came into effect as of January 1, 2021 (the “New CPC Policy“), the Company intends to implement certain amendments to further align its policies with the New CPC Policy.
Pursuant to the New CPC Policy, in order for the Company to align certain of its policies with the New CPC Policy it is required to obtain the approval of disinterested shareholders of the Company. As a result, the Company will be seeking such approval at its upcoming annual general and special meeting of shareholders scheduled to be held on April 8, 2021 (the “Meeting“), for the following matters: (i) to remove the consequences of failing to complete a qualifying transaction (“QT“) within 24 months of the Company’s date of listing on the TSXV (the “Listing Date“); and (ii) to amend the escrow release conditions and certain other provisions of the Company’s Escrow Agreement (the “Escrow Agreement“). These proposed amendments are described in further detail below.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date
Currently, under the TSXV’s Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the “Former Policy“) there are certain consequences if a QT is not completed within 24 months of the Listing Date. These consequences include a potential for the Company’s common shares (the “Shares“) to be delisted or suspended, or, subject to the approval of the majority of the Company’s shareholders, transferring the Shares to list on the NEX board of the TSXV and cancelling certain seed shares held by non-arm’s length parties to the Company. The New CPC Policy has removed these consequences assuming disinterested shareholder approval is obtained. The Company intends to ask disinterested shareholders to approve the removal of such consequences at the Meeting, as it believes that it will afford the Company greater flexibility to complete a QT that is beneficial to all interested parties.
Amendments to the Escrow Agreement
The Company intends to ask disinterested shareholders to approve the Company making certain amendments to the Escrow Agreement, including allowing the Company’s escrowed securities to be subject to an 18-month escrow release schedule as detailed in the New CPC Policy, rather than the current 36-month escrow release schedule in the Former Policy.
About the Company
The Company is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC is considered highly speculative.
For further information please contact:
9 Capital Corp.
Mr. Ben Cubitt, President and Chief Executive Officer
Tel. (416) 479-5048
The TSXV has neither approved nor disapproved the contents of this news release. 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.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the approval of disinterested shareholders of matters under the New CPC Policy at the general and special shareholder meeting and the future business of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “is expected”, “expects” or “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases; or terms that state that certain actions, events, or results “may”, “could”, “would”, “might”, or “will be taken”, “could occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on, a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to the timing of obtaining the necessary approvals of the shareholders and the TSXV. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws
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