Nurcapital Corporation Ltd. Corrects Terms of Private Placement


Toronto, Ontario–(Newsfile Corp. – October 3, 2022) – Nurcapital Corporation Ltd. (TSXV: NCL.H) (the “Company“) announces a correction to the terms of the non-brokered private placement announced on September 27, 2022 consisting of 33,333 common shares in the capital of the Company (each a “Common Share“) at a price of $0.15 per Common Share (the “Offering“). The pricing for the Offering may be adjusted by the TSX Venture Exchange (“TSXV“). The potential re-pricing may be required as the Company is not currently trading. The Company expects to be reinstated for trading shortly and will issue a follow up news release if the pricing for the private placement is amended. The pricing would be subject to being not less than the Discounted Market Price (as defined in TSX-V Policy 1.1) once the Company is reinstated. The Common Shares issued pursuant to the private placement will be held in trust and will be subject to escrow as required by the TSXV.

In addition to applicable escrow provisions, the Common Shares are subject to a statutory hold period of four months plus one day from the date of issuance, expiring January 28, 2023, in accordance with applicable securities legislation.

Related Party Transaction

The Offering constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). However, the Offering is exempt from the formal valuation requirements set out in Subsection 5.5(b) of MI 61-101 as the Company’s securities are not listed or quoted on one of the exchanges or markets specifically identified in MI 61-101. The Offering is also exempt from the minority shareholder approval requirements of MI 61-101 as set out in Subsection 5.7 (1) (a), on the basis that the fair market value of the related party transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Company did not file a material change report related to the Offering more than 21 days before the expected closing of the Offering as required by MI 61-101 as insider participation was not determined at that time.

About Nurcapital Corporation Ltd.

Nurcapital was incorporated under the Business Corporations Act (Ontario) on January 8, 2015. The Company is listed as a capital pool company on the NEX Board of the TSXV. The Company’s Common Shares commenced trading on the TSXV on February 4, 2016 under the trading symbol “NCL.P”. In conjunction with Nurcapital’s transfer to the NEX on July 31, 2018, its trading symbol changed from “NCL.P” to “NCL.H”. Nurcapital’s business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a Qualifying Transaction (as such term is defined by TSXV policies).

Sharief Zaman, Director
Phone: 416-754-4135
Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as such term is defined under the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.


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