Toronto, Ontario–(Newsfile Corp. – June 23, 2021) – Spirit Banner II Capital Corp. (TSXV: SBTC.P) (“Spirit Banner II” or the “Company“), a capital pool company listed on the TSX Venture Exchange (“TSXV“), is pleased to announce that the Company received disinterested shareholder approval at its annual general and special meeting of shareholders on June 18, 2021 (the “Meeting“) to implement certain amendments to adopt and align the Company with the TSXV’s recently announced changes to its Capital Pool Company program and TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4“), which became effective as at January 1, 2021 (the “New CPC Policy“). The certain changes approved by disinterested shareholders at the Meeting are as follows:
(a) the new stock option plan of the Company, which stock option plan contains amendments that reflect certain changes contemplated under the New CPC Policy;
(b) 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
(c) authorization of the Company to make certain amendments to the Company’s escrow agreement to effect certain changes contemplated under the New CPC Policy.
The Company confirms the above changes will be effected pending final approval from the TSXV. Please refer to the Company’s news release dated June 14, 2021 and information circular filed on May 31, 2021 for further details with respect to the changes. Additionally, the Company confirms shareholders approved a name change of the Company to “Spirit Banner II Technology Corp.” and a consolidation of the Company’s common shares on the basis of a range between two and five pre-consolidation common shares for each one post-consolidation common share. The name change and consolidation will only take effect on completion of a Qualifying Transaction.
Under the New CPC Policy, the Company is also permitted to implement other certain changes without obtaining shareholder approval, subject to TSXV approval. Accordingly, the company wishes to have the option to take advantage of the following changes that do not require shareholder approval:
(a) increasing the maximum aggregate gross proceeds to the treasury that the Company can raise from the issuance of Shares pursuant to a private placement to the new maximum of$10,000,000, rather than $5,000,000 which was the limit under the former policy;
(b) removing the restriction which provided that no more than the lessor 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 restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted; and
(c) removing the restriction on the Company issuing new agent’s options in connection with a private placement.
About Spirit Banner II Capital Corp.
The principal business of Spirit Banner II is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses. Until the completion of its Qualifying Transaction, Spirit Banner II will not carry on business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction.
For further information, contact:
Spirit Banner II Capital Corp.
T: (647) 951-6508
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this news release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to the Corporation, including the Corporation’s goal of completing a Qualifying Transaction, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Corporation’s current views and intentions with respect to future events, and current information available to the Corporation, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: receipt of applicable director, shareholder and regulatory approval of a Qualifying Transaction; changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Corporation with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com.
Should any factor affect the Corporation in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Corporation undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
NEITHER 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.
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