Toronto, Ontario–(Newsfile Corp. – December 2, 2022) – Nurcapital Corporation Ltd. (TSXV: NCL.H) (the “Company“), a capital pool company listed on the NEX board of the TSX Venture Exchange (the “Exchange“), is pleased to announce that the Exchange has approved the application for reinstatement of trading of the Company’s common shares and trading will resume effective at market open on Tuesday, December 6, 2022.

The Company also announces that, pursuant to changes by the Exchange to its Capital Pool Company program and Exchange Policy 2.4 – Capital Pool Companies (“Policy 2.4“), which became effective as at January 1, 2021 (the “New CPC Policy“), the Company intends to seek the requisite approvals of the shareholders of the Company (the “Shareholders“) to adopt and align the Company with the New CPC Policy at its upcoming Annual General and Special Meeting of Shareholders, which it intends to hold on January 19, 2023 (the “Meeting“). The Company also intends to adopt changes from the New CPC Policy that do not require shareholder approval. Such changes will be adopted by way of directors’ resolution.

Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Exchange Corporate Finance Manual or the New CPC Policy.

Reinstatement of Trading

Trading of the Company’s common shares has been suspended by the Exchange since February 8, 2018 as a result of not completing a Qualifying Transaction as such term is defined in Policy 2.4 within 24 months of the date of listing. On March 19, 2021, the Company entered into a definitive business combination agreement as amended on June 29, 2021, and October 27, 2021 (the “Definitive Agreement“) with Green Sky Labs Inc. (“GSL“) with respect to a proposed Qualifying Transaction between the Company and GSL. On July 13, 2022, the Company announced the termination of the Definitive Agreement. The Company applied to the Exchange for reinstatement of trading of the Company’s common shares and received approval from the Exchange on December 2, 2022.

Exchange approval of change in Management of CPC

The Company obtained the Exchange’s final acceptance of the change in management, namely the addition of Irshad Ali as a director of the Company and Kyle Appleby as the Company’s Chief Financial Officer. Irshad Ali and Kyle Appleby were appointed in June 2021 and November 2020 respectively.

The Company’s current officers, directors and audit committee members are as follows:

• Chief Executive Officer, Director and Audit Committee member – John Ryan
• Chief Financial Officer – Kyle Appleby
• Independent Director and Audit Committee member – Sharief Zaman
• Independent Director and Audit Committee member- Nadeem Ansari
• Independent Director – Barry Polisuk
• Independent Director – Irshad Ali

Summary of Proposed Changes to be Approved by Shareholders

At the Meeting, as required to give effect to the New CPC Policy, Shareholders will be asked to pass separate ordinary resolutions by the 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 (“Disinterested Approval“), to:

(a) authorize the Company to make certain amendments to the Company’s escrow agreement to effect certain changes contemplated under the New CPC Policy;

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(b) authorize and permit the Company to pay any finder’s fee or commission to a Non-Arm’s Length Party to the Company upon completion of a Qualifying Transaction, in accordance with the terms of the New CPC Policy; and

(c) authorize the Company to adopt a 10% rolling stock option plan pursuant to which the total number of common shares of the Company reserved for issuance both before and after completion of a Qualifying Transaction is 10% of the issued and outstanding common shares of the Company as at the date of grant, rather than at the closing date of its initial public offering (the “IPO“).

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 Approval to amend the terms of the CPC Escrow Agreement to which it is a party 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, the Company shall exclude all votes attached to the Company common shares held by shareholders who are parties to the CPC Escrow Agreement, as well as their Associates and Affiliates.

Permission to Pay Finder’s Fee or Commission to a Non-Arm’s Length Party

The New CPC Policy permits for the payment of a finder’s fee or a commission to a Non-Arm’s Length Party to the Company upon completion of a Qualifying Transaction. At the Meeting, the Company shall seek Disinterested Approval to permit the payment of any finder’s fee or commission to a Non-Arm’s Length Party to the Company upon completion of the Qualifying Transaction in accordance with the New CPC Policy. In seeking such Disinterested Approval, the Company shall exclude all votes attached to the Company common shares held by all Non-Arm’s Length Parties to the Company, as well as their Associates and Affiliates.

Adoption of an Option Plan

The Company shall seek Disinterested Approval to adopt a new stock option plan under which the total number of common shares of the Company reserved for issuance is 10% of common shares of the Company outstanding as at the date of grant of any stock option, rather than 10% of the common shares of the Company outstanding as at the closing of the Company’s IPO. In seeking such approval from Shareholders, the Company shall exclude all votes attached to the Company common shares held by Insiders to whom options have been granted under the Company’s existing stock option plan, as well as their Associates and Affiliates.

Summary of Proposed Changes to be Approved by Directors Resolution

Under the New CPC Policy, the Company is permitted to adopt other transition provisions without obtaining shareholder approval. As a result, the Company will effective 7 days post press release adopt the changes under the New CPC Policy that do not require shareholder approval, including, but not limited to:

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(a) increasing the maximum aggregate gross proceeds to the treasury that the Company can raise from the issuance of common shares under the Company’s initial public offering, Seed Shares and private placements to the new maximum of $10,000,000, rather than $5,000,000 which was previously the limit for a CPC that had not completed its Qualifying Transaction;

(b) 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 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;

(c) removing the restriction on the Company issuing new agent’s options in connection with a private placement; and

(d) removing the restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Company at the same time.

The proposed amendments remain subject to the final approval of the Exchange.

For further information on the Company, please contact:

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

NEITHER THE TSX VENTURE EXCHANGE INC. 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 RELEASE.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events.

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The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: that the Company’s will seek shareholder approval to adopt the New CPC Policy; that the Company’s will obtain board approval to adopt the changes in the New CPC Policy that do not require CPC Shareholder approval.

Forward-looking information in this press release are based on certain assumptions and expected future events, namely: that the Company’s will be able to seek shareholder approval to adopt the New CPC Policy, that the Company will be able to obtain board approval to adopt the changes in the New CPC Policy that do not require Shareholder approval.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company may be unable to seek to shareholder approval to adopt the New CPC Policy, the Company may be unable to obtain board approval to adopt the changes in the New CPC Policy that do not require Shareholder approval.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES.

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