Calgary, Alberta–(Newsfile Corp. – May 28, 2021) – HAW Capital 2 Corp., (TSXV: HAW.P) (the “Company“), a capital pool company (“CPC“) pursuant to Policy 2.4 – Capital Pool Companies (“Policy 2.4“) of the TSX Venture Exchange (the “Exchange“), is pleased to announce that pursuant to the recent amendments by the Exchange to its Capital Pool Company program and Policy 2.4 which became effective January 1, 2021 (the “Updated Policy“), the Company intends to seek the requisite approval of its Shareholders to implement certain amendments to align its policies with the Updated Policy.
Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Exchange Corporate Finance Manual or the Updated Policy.
In order to align Company policies with those outlined in the Updated Policy, the Company is required to obtain the approval of disinterested Shareholders on certain of the policy amendments. At the upcoming annual general and special Shareholder meeting to be held on June 24, 2021, the Company will be asking for the approval of not less than a majority of the votes cast by disinterested Shareholders who vote in respect thereof on four separate ordinary resolutions, which, if approved, will authorize the Company to:
- Amend the stock option plan, pursuant to which the total number of common shares in the capital of the Company (“Common Shares“) reserved for issuance will no longer be limited to 10% of the outstanding Common Shares as at the date of closing of the Company’s initial public offering; and instead will be limited to 10% of the issued and outstanding Common Shares of the Company as at the date of grant;
- Make amendments to the Qualifying Transaction timeline to remove the consequences associated with the Company not completing a Qualifying Transaction within 24 months of the listing date of the Common Shares on the Exchange;
- Amend the Company’s Escrow Agreement to align it with the Updated Policy; specifically to reduce the escrow timed release table from 36 months to 18 months; and
- Permit the payment of a finder’s fee to a non-arm’s length party to the Company upon completion of its Qualifying Transaction, in accordance with the terms of the Updated Policy.
Further details to the above items can be found in the Company’s Information Circular dated May 21, 2021.
Under the Updated Policy, the Company is permitted to adopt certain other policies without the requirement of obtaining Shareholder approval. The Company intends to adopt the following changes under the Updated Policy, which do not require Shareholder approval:
- Increasing the maximum aggregate gross proceeds to treasury that the Company can raise from the issuance of Common Shares to $10,000,000. Prior to the Updated Policy, the maximum amount that could be raised by a CPC that had not completed its Qualifying Transaction was $5,000,000.
- Removing the restriction which provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Company and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining Shareholder approval for a proposed Qualifying Transaction; and implementing the Updated Policy restrictions of the permitted use of proceeds and prohibited payments, which limits certain general and administrative expenses to $3,000 per month;
- Any future amendments pursuant to the Updated Policy that Management of the Company deems beneficial to the Company.
The Company believes the above amendments pursuant to the Updated Policy are in the best interests of the Company and its Shareholders. The proposed amendments remain subject to the final approval of the Exchange.
For further information, please contact:
Chief Financial Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the approval of disinterested Shareholders of matters under the Updated Policy at the Annual General and Special Shareholder Meeting and the future business of the Company. 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 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 obtaining the necessary approvals of the Shareholders and the Exchange. 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/85737