Calgary, Alberta–(Newsfile Corp. – April 13, 2021) – Red River Capital Corp. (TSXV: XBT.P) (“Red River ” or the “Company“), a capital pool company listed on the TSX Venture Exchange (“TSXV” or the “Exchange“) announces that, pursuant to recent changes by the TSXV to its Capital Pool Company program and TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4“), which came into effect as of January 1, 2021 (the “New CPC Policy“), the Company intends to seek the requisite approvals of the shareholders of Red River (the “Shareholders“), to adopt and align the Company with the New CPC Policy.
Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual or the New CPC Policy.
Pursuant to the New CPC Policy, Red River is required to obtain the approval of its disinterested Shareholder to adopt certain policies that will result in the Company being aligned with the New CPC Policy. Accordingly, Red River is seeking the written approval of not less than a majority of its disinterested Shareholders (“Written Approval“) in respect of the following resolutions (the “Resolutions“):
- to approve the removal of the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy; and
- to authorize the Company to make certain amendments to the Company’s escrow agreement to effect certain changes contemplated under the New CPC Policy.
In the event that the Company is not able to obtain the Written Approval prior to May 10, 2021, the Company will seek the approval of such Resolutions at its upcoming special meeting of Shareholders scheduled to be held on May 10, 2021 (the “Meeting“). At the Meeting, Shareholders will be asked to pass the Resolutions by an affirmative vote of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof, in person or by proxy.
The proposed amendments remain subject to the final approval of the TSXV. Additional information regarding each of the Resolutions can be found in the Company’s information circular prepared for the purposes of the Meeting, which can be found at www.sedar.com.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date
Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having its common shares delisted or suspended from the Exchange, or (ii) subject to the approval of the majority of Shareholders, transferring its common shares to list on the NEX and cancelling certain Seed Shares issued to the Company’s founders. The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders and the Company, by allowing increased flexibility to complete such a transaction. Red River shall seek disinterested shareholder approval to remove the consequences of not completing a Qualifying Transaction within 24 months after its Listing Date. In seeking such disinterested approval, the Company shall exclude all votes attached to the Red River common shares held by Non-Arm’s Length Parties to the Company who own Seed Shares, as well as their Associates and Affiliates, being an aggregate of 2,000,000 Red River common shares.
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. At the Meeting, the Company shall seek disinterested Shareholder approval to amend the terms of the CPC Escrow Agreement to which it is a party, including to reduce the length of the term of any escrow provision to an 18-month escrow term, as permitted by Section 10.2 of the New CPC Policy. In seeking such disinterested approval, Red River shall exclude all votes attached to the Red River common shares held by shareholders who are parties to the CPC Escrow Agreement, as well as their Associates and Affiliates, being an aggregate of 2,500,000 Red River common shares.
About Red River Capital Corp.
Red River Capital is a CPC that completed its initial public offering and obtained a listing on the Exchange in July 2018 (trading symbol: “XBT.P”). It does not own any assets, other than cash or cash equivalents and its rights under the Agreement. The principal business of Red River is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a qualifying transaction in accordance with the policies of the Exchange.
For further information, please contact:
Red River Capital Corp.
Julian Klymochko – Director and Chief Executive Officer
Phone: (403) 801-2445
Forward-Looking Information Cautionary Statement
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. 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 includes, but is not limited to, the approval of disinterested shareholders of the Resolutions, whether by Written Resolution or at the Meeting and the adoption of, and alignment with, certain matters under the New CPC Policy by the Company. 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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