Stormcrow Holdings Corp. Announces Receipt of TSXV Conditional Approval for Its Qualifying Transaction and Signing of Definitive Transaction Agreement

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Toronto, Ontario–(Newsfile Corp. – November 5, 2021) – Stormcrow Holdings Corp (TSXV: CROW.P) (“Stormcrow” or the “Company“) is pleased to announce that further to its press releases dated September 27, 2021, June 11, 2021, May 10, 2021, and December 11, 2020, the Company has received conditional listing approval from the TSX Venture Exchange (the “Exchange“) in connection with its proposed transaction with Highmark Innovations Inc. (“Highmark“), intended to constitute its Qualifying Transaction by way of a three-cornered amalgamation.

The Company also announces today that in connection with its Qualifying Transaction, it has entered into its definitive transaction agreement with Highmark, and that it has filed on SEDAR a filing statement prepared in accordance with the policies of the Exchange providing disclosure as to the terms of the Qualifying Transaction. The parties currently expect to close the Qualifying Transaction and all related transactions during the week of November 8, 2021, subject to customary conditions and requirements for transactions of this nature.

Trading of the Company’s common shares will remain halted until the Qualifying Transaction has been completed and the Company has received final acceptance of the Qualifying Transaction from the Exchange.

The Company also announces that it intends to adopt certain amendments allowed for by the recently announced Exchange Policy 2.4 – Capital Pool Companies which became effective January 1, 2021 (the “New CPC Policy“). In accordance with the New CPC Policy, the Company sought and obtained shareholder approval at a special meeting of its shareholders held on September 17, 2021 (the “Meeting“) to: (i) remove the consequences of failing to complete a Qualifying Transaction 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 escrow agreement (the “Escrow Agreement“). The amendments to the Escrow Agreement principally allow escrowed securities of the Company’s principals 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 required by the former policy of the Exchange. The amendments will become effective concurrently with the closing of the Qualifying Transaction.

For further information:

Stormcrow Capital Corp.
Chris Schnarr
cschnarr@loriangroup.com

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV final acceptance. There can be no assurance that the transaction will be completed as proposed or at all. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying 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.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

(Not for distribution to US wire services or for dissemination in the United States of America)

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/102243

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