Toronto, Ontario–(Newsfile Corp. – March 19, 2021) – Nurcapital Corporation Ltd. (TSXV: NCL.H) (“Nurcapital” or the “Company“), a capital pool company, and Green Sky Labs Inc. (“GSL“), a private corporation incorporated under the Business Corporations Act (Alberta) (the “ABCA“), are pleased to announce today, further to a press release dated September 4, 2020, that they have executed a definitive business combination agreement (the “Definitive Agreement“) which, subject to certain conditions and applicable TSX Venture Exchange (“TSXV“) approval, will result in the reverse takeover of Nurcapital by GSL and will constitute Nurcapital’s “Qualifying Transaction”, as defined by Policy 2.4 – Capital Pool Companies (“Policy 2.4“) of the TSXV (the “Proposed Qualifying Transaction“).
Pursuant to the Definitive Agreement, on closing of the Proposed Qualifying Transaction (“Closing“), it is expected that:
Nurcapital will consolidate all of the then issued and outstanding common shares of Nurcapital (the “Nurcapital Common Shares“) resulting in the aggregate number of post-consolidation Nurcapital Common Shares multiplied by the Issue Price (as defined below) being equal to $1,190,000, subject to customary adjustments (the “Consolidation“);
GSL and a wholly-owned subsidiary of Nurcapital, will be amalgamated under the ABCA (the “Amalgamation“) and continue as one corporation (“Amalco“), and Amalco will become a wholly-owned subsidiary of Nurcapital;
Nurcapital will change its name to “Green Sky Labs Inc.” (on a post-Closing basis, the “Resulting Issuer“); and
The holders of GSL common shares will receive one Nurcapital Common Share for each common share of GSL held by them, and the common shares of GSL will subsequently be cancelled.
The Resulting Issuer’s business objective will be to carry on the business of GSL by engaging in technology incubation and commercialize disruptive technologies in the biotech and related industries through strategic partnerships, mergers and acquisitions as well as public offerings. The Closing of the Proposed Qualifying Transaction is expected to occur in Q2/Q3 2021.
Update Regarding Proposed Qualifying Transaction
The parties and their advisors continue to advance the audited, unaudited and pro forma financial statements of GSL and Nurcapital and are preparing a draft filing statement to be submitted (the “Filing Statement“) in accordance with the policies of the TSXV.
It is a condition of the Definitive Agreement that GSL will complete a financing, which is expected to comprise a brokered private placement of securities of GSL to raise gross proceeds of a minimum of C$5 million (the “Concurrent Offering“). The price of the securities for the Concurrent Offering will be the lessor of (i) $1.35 per Nurcapital Common Share, (ii) if the Concurrent Offering is comprised of equity securities, the issue price of such equity securities, or (iii) if the Concurrent Offering is comprised of convertible debt, the conversion price of such convertible debt, less a discount of 25%, (the “Issue Price“). Further details of the Concurrent Offering will follow at a later date.
Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including closing of the Concurrent Offering, receipt of applicable regulatory approvals, including the approval of the TSXV for the Proposed Qualifying Transaction, completion of satisfactory due diligence and the execution of any transaction documents related to the Definitive Agreement.
Nurcapital was incorporated under the Business Corporations Act (Ontario) on January 8, 2015. The Company is listed as a capital pool company on the NEX Board of the TSXV. The Nurcapital Common Shares commenced trading on the TSXV on February 4, 2016 under the trading symbol “NCL.P”. In conjunction with Nurcapital’s transfer to the NEX on July 31, 2018, its trading symbol changed from “NCL.P” to “NCL.H”. Nurcapital’s business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a Qualifying Transaction (like the Proposed Qualifying Transaction). Trading in the Nurcapital Common Shares is currently halted pending completion of the Proposed Qualifying Transaction.
GSL was incorporated on April 17, 2014 pursuant to the Business Corporations Act (Alberta). Since its inception, GSL has been a technology incubation company that has developed disruptive technologies in the biotech and related industries. GSL’s primary business objective is to commercialize these technologies through strategic partnerships, mergers and acquisitions as well as public offerings. GSL’s current holdings are comprised of majority or non-majority interests in the following five businesses: (a) My Next Health, a genomics-based digital therapeutics company which seeks to significantly enhance patient outcomes and reduce costs, including a genetics-based COVID-19 risk assessment application; (b) AGENTIX Biopharma Corp. (OTC:AGTX), a U.S. publicly-listed company developing pharmaceuticals and health solutions for patients and consumers using proprietary compounds and delivery systems that target the endocannabinoid system for therapeutic applications; (c) Nectar Health Sciences Inc., which owns a patent-pending technology to isolate cannabinoids at high levels of purity for pharmaceutical and nutraceutical applications; (d) Kalmex Inc., a joint venture corporation focused on the development of a cannabis extraction manufacturing facility using a proprietary membrane-based technology to produce full spectrum cannabinoid extracts; and (e) Trichome Agronomy Corp., a Manitoba-based industrial hemp cultivation company that has developed a multi-stage agronomy program capable of creating high-quality, conditioned hemp flower biomass on an industrial scale and also utilizing the whole hemp plant for derivative products.
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. Although Nurcapital and GSL believe, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct.
The forward-looking statements and information in this press release include information regarding Nurcapital, GSL and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Concurrent Offering and the Proposed Qualifying Transaction, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks affecting the companies, economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward looking statements speak only as of the date on which they are made and Nurcapital and GSL undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
The Proposed Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction” within the meaning of Policy 2.4 and, as such, shareholder approval is not required, unless otherwise mandated by the TSXV.
Upon completion of the Proposed Qualifying Transaction, it is expected that the Resulting Issuer will meet the public distribution requirements of a Tier 2 issuer in accordance with TSXV requirements.
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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