Vancouver, British Columbia–(Newsfile Corp. – March 30, 2021) – Rainy Hollow Ventures Inc. (TSXV: RHV.P) (“Rainy Hollow“), a capital pool company listed on the TSX Venture Exchange (“TSXV“), announces that pursuant to recent changes by the TSXV to its Capital Pool Company program and the TSXV’s Policy 2.4 – Capital Pool Companies (“Policy 2.4“), which became effective as at January 1, 2021 (the “New CPC Policy“), Rainy Hollow intends to seek approval to implement certain amendments to further align with the New CPC Policy.
Capitalized terms not specifically defined in this press release have the meanings ascribed to them in the TSXV’s Corporate Finance Manual, including the New CPC Policy.
Pursuant to the New CPC Policy, Rainy Hollow is required to obtain approval of its disinterested shareholders to adopt certain policies that will be aligned with the New CPC Policy. Accordingly, Rainy Hollow will seek written approval of at least 50% of disinterested shareholders for the following matters: (i) to remove the consequences of failing to complete a “Qualifying Transaction” (as defined in Policy 2.4) within 24 months of Rainy Hollow’s date of listing on the TSXV; and (ii) to amend the escrow release conditions and certain other provisions of Rainy Hollow’s escrow agreement (the “Escrow Agreement“), including allowing Rainy Hollow’s escrowed securities to be subject to an 18-month escrow release schedule as detailed in the New CPC Policy, rather than the 36-month escrow release schedule under the previous Policy 2.4.
Consequences of Failing to Complete a QT within 24 Months of the Listing Date
Prior to the January 1, 2021 revisions, Policy 2.4 contained consequences for a CPC failing to complete a Qualifying Transaction within 24 months of its listing date, including a potential for Rainy Hollow to be delisted or suspended, or, subject to the approval of the majority of Rainy Hollow’s shareholders, transferring Rainy Hollow’s common shares to list on the NEX and cancelling certain seed shares. Rainy Hollow intends to seek written approval of at least 50% of disinterested shareholders to remove these consequences in accordance with the terms of the New CPC Policy.
Amendments to the Escrow Agreement
Under the New CPC Policy, securities subject to a CPC escrow agreement are subject to an 18-month escrow period, as opposed to the 36-month period previously required under Policy 2.4. Rainy Hollow intends to seek written approval of at least 50% of disinterested shareholders to make certain amendments to the Escrow Agreement, including allowing Rainy Hollow’s escrowed securities to be subject to an 18-month escrow release schedule in accordance with the New CPC Policy. In addition, in accordance with the requirements of the New CPC Policy, the Escrow Agreement will be amended to provide that any shares issued at or above the CPC IPO price of $0.20 that are held by a member of the Pro Group who is not a Principal of the CPC will be released from escrow.
The proposed amendments remain subject to the final approval of the TSXV.
For further information, please contact:
Rainy Hollow Ventures Inc.
Michael Atkinson – Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: (604) 689-1428
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