Platform 9 and Sol Cuisine Announce Receipt of TSXV Conditional Approval and Filing of a Filing Statement
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Toronto, Ontario–(Newsfile Corp. – May 7, 2021) – Platform 9 Capital Corp. (TSXV: PN.P) (the “Company” or “Platform 9“) is pleased to announce that the TSX Venture Exchange (“TSXV“) has conditionally approved the previously announced business combination with Sol Cuisine Inc. (“Sol Cuisine“) pursuant to the terms of the Business Combination Agreement dated April 14, 2021 between the Company, 12835151 Canada Inc. (“Subco“) and Sol Cuisine (the “Transaction“).
The Transaction will constitute the Company’s “Qualifying Transaction” in accordance with TSXV Policy 2.4 – Capital Pool Companies. In connection with the Transaction, the Company has filed on SEDAR its filing statement dated May 7, 2021 (the “Filing Statement“). Investors are encouraged to review the Filing Statement on the Company’s SEDAR profile at www.sedar.com as well as the press releases of the Company dated March 8, 2021, April 14, 2021, April 15, 2021 and April 23, 2021. The Filing Statement provides detailed information about, among other things, the Qualifying Transaction, Sol Cuisine and Platform 9 and the resulting company following completion of the Transaction (the “Resulting Issuer“).
Assuming all conditions are satisfied, Platform 9 and Sol Cuisine anticipate to close the Transaction on or about May 19, 2021 and that trading of the Resulting Issuer’s common shares will commence shortly thereafter. The Company will issue a further press release once the TSXV issues its bulletin announcing its final approval of the Qualifying Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the TSXV. The Resulting Issuer’s trading symbol will be “VEG”.
In connection with the Transaction, Platform 9 will change its name to “Sol Cuisine Ltd.” and consolidate its outstanding share capital on the basis of 16.2076 (old) common shares for 1 (new) common share.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of regulatory approvals; (b) acceptance of the Proposed Transaction as Platform 9’s Qualifying Transaction by the TSXV; (c) receipt of approval for the listing of the Resulting Issuer Shares by the TSXV; (d) shareholders of Platform 9 approving certain matters ancillary to the Proposed Transaction, all subject to the completion of the Proposed Transaction. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in securities of a capital pool company should be considered highly speculative. Shares of Platform 9 are currently halted from trading on the TSXV, and trading is not expected to resume until closing of the Proposed Transaction.
This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
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.
This press release includes forward-looking information within the meaning of Canadian securities laws regarding Platform 9, Sol Cuisine and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction, the terms on which the Proposed Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release, including completion of the Proposed Transaction (and the proposed terms upon which the Proposed Transaction is proposed to be completed), expectations relating to the use of proceeds of the Offering and the satisfaction of the Escrow Release Conditions, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although Platform 9 and Sol Cuisine have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Platform 9 and Sol Cuisine undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
About Platform 9 Capital Corp.
Platform 9 Capital Corp. is incorporated under the laws of the Province of Ontario and is a Capital Pool Company listed on the TSXV. It has not commenced commercial operations and has no assets other than cash. For further information, please see the final prospectus of the Company dated May 17, 2018 filed on SEDAR at www.sedar.com.
For more information please contact:
John Travaglini, Chief Executive Officer
Platform 9 Capital Corp.
Telephone: (416) 861-1100