Toronto, Ontario–(Newsfile Corp. – April 13, 2021) – Skyscape Capital Inc. (TSXV: SKY.P) (the “Company“) announces that the Company intends to implement certain amendments to align with the TSX Venture Exchange’s (the “Exchange“) recently announced changes to its Capital Pool Company (“CPC“) Program and Exchange Policy 2.4 – Capital Pool Companies (“Policy 2.4“), effective as of January 1, 2021 (the “New CPC Policy“).
In order for the Company to align certain of its policies with the New CPC Policy, the Company is required to obtain disinterested shareholder approval to implement certain changes. The Company will seek such approval at its upcoming annual general and special meeting of shareholders to be held on May 5, 2021 (the “Meeting“), for, among other things, approval to: (i) remove the consequences of failing to complete a Qualifying Transaction (“QT“) within 24 months of the Company’s date of listing on the Exchange; and (ii) amend the escrow release conditions and certain other provisions of the Company’s CPC escrow agreement dated February 20, 2018 (the “Escrow Agreement“). These proposed amendments are described in further detail below.
Removal of the 24 Month Deadline for Completing a QT
Previously, under Policy 2.4 (the “Former Policy“), the Exchange could impose certain consequences if a CPC did not complete its QT within 24 months of its date of listing (the “Original Deadline“), including, among other things, the potential for the company’s shares to be delisted or suspended, or transferred to NEX (subject to the approval of the majority of the company’s shareholders) and the cancellation of certain seed shares. The New CPC Policy has removed these aforementioned consequences, in the event that a CPC does not complete its QT by the Original Deadline, assuming the CPC obtains disinterested shareholder approval.
While the Company has entered into a definitive agreement for the completion of its QT with PesoRama Inc., as further outlined in the Company’s press release dated March 22, 2021, there is no guarantee that this transaction will be completed, and the Company has already passed its Original Deadline. Therefore, the Company intends to seek disinterested shareholders to approve of the removal of such consequences at the Meeting. The Company believes that obtaining such approval will provide the Company with greater flexibility to complete a QT, and allow the Company to better withstand market volatility, especially in light of the ongoing COVID-19 pandemic.
Amendments to the Escrow Agreement
The Company intends to seek disinterested shareholders to approve of certain amendments to the Escrow Agreement, including, among other things to allow:
- the Company’s escrowed securities to be subject to an 18 month escrow release schedule detailed in the New CPC Policy, instead of the current 36 month escrow release schedule;
- all incentive stock options (the “Options“) granted prior to the date the Exchange issues a final bulletin for the QT (the “Final QT Exchange Bulletin“) to be released from escrow on the date of the Final QT Exchange Bulletin; and
- all common shares issued upon exercise of any Options prior to the date of the Final QT Exchange Bulletin to be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.
The Company believes that these changes are in the best interests of its shareholders as it will allow the Company to have greater flexibility and mechanisms to increase shareholder value.
For further information:
Skyscape Capital Inc.:
Paul Pathak, Director
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”. “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: completion of the QT; conducting of the Meeting and the results thereof; director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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