Toronto, Ontario–(Newsfile Corp. – March 30, 2021) – Platform 9 Capital Corp. (TSXV: PN.P) (the “Company” or “Platform“) is pleased to provide an update to their previously announced letter of intent dated March 8, 2021 with Sol Cuisine Inc. (“Sol Cuisine”), by way of three cornered amalgamation that will constitute the Company’s “Qualifying Transaction” (the “Proposed Transaction“) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange“).
The Company will be mailing its meeting materials tomorrow in respect of the annual and special meeting of shareholders scheduled for April 23, 2021 (the “Meeting“), which has been called to approve certain matters in respect of the Proposed Transaction and changes to the recently implemented Exchange’s Capital Pool Company program, which became effective as at January 1, 2021 (the “New CPC Policy“).
The purpose of the Meeting is to approve: (a) the election of the directors of the Company that will hold office until the next general meeting of the Company or completion of the Proposed Transaction; (b) the election of the directors of the Company to serve from the effective time of the completion of the Proposed Transaction; (c) the appointment of the auditors of the Company; (d) the removing of the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date (the “Listing Date“) in accordance with the New CPC Policy; (e) making certain amendments to the Company’s escrow agreement (the “Escrow Agreement“) in accordance with the new CPC Policy; (g) the amended By-Laws of the Company; (f) a name change of the Company to “SOL Cuisine Ltd.”; (g) a share consolidation on the basis of 16.2076 old shares for one (1) new share of the Company; and (h) certain amendments to the stock option plan.
Currently, under the Exchange’s Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the “Former Policy“) there are certain consequences if a Qualifying Transaction is not completed within 24 months of the Listing Date. These consequences include 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 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 Qualifying Transaction that is beneficial to all interested parties, and will also allow the Company to better withstand market volatility.
The Company also 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. In addition, the Company wishes to amend the Escrow Agreement such that all options granted prior to the date the Exchange issues a final bulletin for the QT (“Final QT Exchange Bulletin“) and all Shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the Shares issued in the IPO and (b) any Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy. The Company believes that the New CPC Policy is in the best interests of the shareholders as it will allow the Company to have greater flexibility and mechanisms to increase shareholder value as it seeks its Qualifying Transaction.
For further information in respect of the Proposed Transaction please see the Company’s news release dated March 8, 2021. A comprehensive news release with further particulars relating to the Proposed Transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the Resulting Issuer, terms of any sponsorship, if applicable, among other particulars, will follow in accordance with the policies of the Exchange.
About Platform 9 Capital Corp.
The Company is incorporated under the Business Corporations Act (Ontario) and is a Capital Pool Company listed on the Exchange. The Company has no commercial operations and has no assets other than cash. For further information please see the final prospectus of the Company dated May 17, 2018, filed on SEDAR at www.sedar.com.
For further information please contact:
Chief Executive Officer
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative. Shares of Platform 9 are currently halted from trading on the Exchange, and trading is not expected to resume until closing of the Proposed Transaction. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/78986