VANCOUVER, BC / ACCESSWIRE / October 25, 2021 / Dynamo Capital Corp. (TSXV:DDD.P) (the "Company" or "Dynamo"), a capital pool company ("CPC") pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), announces its intention to implement certain amendments to avail itself of changes arising from the TSX Venture Exchange's (the "Exchange") updated Policy 2.4 Capital Pool Companies that came into effect on January 1, 2021 (the "New CPC Policy").
Under the New CPC Policy, an existing Capital Pool Company ("CPC") can implement certain changes with specific disinterested shareholder approval. Further to this, the Corporation received disinterested shareholder approval at its special meeting of shareholders held on June 30, 2021 (the "Meeting"), to carry out the following special meeting matters: (i) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of the date the Corporation's common shares became listed on the Exchange; and (ii) to enter into a new escrow agreement to supersede and replace the original share escrow agreement entered into by the Corporation.
The amendments are described in further detail in the Management Information Circular of the Corporation, which was mailed to shareholders and filed on SEDAR. A summary of the approved amendments are as follows:
Removal of the Consequences of Failing to Complete a Qualifying Transaction within 24 Months of Listing
Under the former policy, there were certain consequences if a Qualifying Transaction was not completed within 24 months of the date the Corporation's common shares became listed on the Exchange. These consequences included a potential for Corporation's shares to be delisted or suspended, or, subject to the approval of the majority of the Corporation's shareholders, transferring Corporation to the NEX and cancelling certain seed shares. Under the New CPC Policy, these consequences will be removed.
At the Meeting, the Corporation received approval from disinterested shareholders to approve the removal of such consequences.
Replacement of the Escrow Agreement
Under the former policy, the Corporation entered into an escrow agreement dated March 1, 2018 (the "Current Escrow Agreement") with certain of its shareholders and Computershare Investor Services Inc., pursuant to which 10% of the escrowed shares would be released from escrow on the issuance by the Exchange of a final bulletin in respect of the Corporation's Qualifying Transaction (the "Initial Release") and an additional 15% will be released on each of the 6, 12, 18, 24, 30 and 36 months following the Initial Release. The Current Escrow Agreement also provides that all shares acquired on exercise of stock options prior to the completion of a Qualifying Transaction must also be deposited in escrow and will be subject to escrow until the Qualifying Transaction is completed.
Under the New CPC Policy, the Corporation's escrowed securities would be subject to a different escrow release schedule whereby 25% of the escrowed securities would be released from escrow on the Initial Release and 25% of the escrowed securities would be released from escrow on each of the 6, 12 and 18 months following such date. The New CPC Policy also provides that all options granted prior to the date the Exchange issues a final bulletin for the Corporation's Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Corporation's Initial Public Offering ("IPO") with an exercise price that is less than the issue price of the common shares issued in the IPO and (b) any common shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.
At the Meeting, the Corporation received approval from disinterested shareholders to authorize the Corporation to enter into a new escrow agreement in the form as provided for under the New CPC Policy to replace and supersede the Current Escrow Agreement.
About Dynamo Capital Corp.
Dynamo is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the Agreement. The principal business of Dynamo is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS:
For further information, please contact:
Chief Executive Officer and Chief Financial Officer Telephone: 604-602-0001
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Dynamo's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the Company's intention to transition under the new CPC Policy. Such statements and information reflect the current view of Dynamo. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
There are a number of important factors that could cause Dynamo's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Dynamo; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, general market and industry conditions and the impact of the COVID-19 pandemic.
Dynamo cautions that the foregoing list of material factors is not exhaustive. When relying on Dynamo's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Dynamo has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
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 press release.
SOURCE: Dynamo Capital Corp.
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