TRILLIUM ACQUISITION CORP. ANNOUNCES TERMINATION OF QUALIFYING TRANSACTION AND ANNUAL GENERAL AND SPECIAL MEETING TO ADOPT AND ALIGN THE COMPANY WITH THE NEW CPC POLICY
TORONTO, March 24, 2022 /CNW/ - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "TSXV"), announces that its previously announced binding agreement with 104 Nanaimo Holdings Ltd. ("Nanaimo") with respect to the Company's proposed qualifying transaction to acquire a freehold interest in a multi-family site and existing shopping centre property at 4750 Rutherford Road, Nanaimo, British Columbia, and as previously announced by the Company, has been mutually terminated by the parties (the "Termination"). In connection with the Termination, the deposit in the amount of $200,000 advanced by Trillium to Nanaimo has been refunded to Trillium.
The Company is in the process of seeking approval from the TSXV for the resumption of trading of the Company's common shares. In addition, the Company is continuing to evaluate and review alternative acquisition opportunities with a view to completing its Qualifying Transaction.
Pursuant to recent changes by the TSXV to its Capital Pool Company program and TSXV Policy 2.4 – Capital Pool Companies ("Policy 2.4"), which became effective as at January 1, 2021 (the "New CPC Policy"), Trillium intends to seek the requisite approvals of the shareholders of Trillium (the "Shareholders") to adopt and align the Company with the New CPC Policy at its upcoming Annual General and Special Meeting of Shareholders (the "Meeting") to be held on May 3, 2022.
Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the TSXV Corporate Finance Manual or the New CPC Policy.
At the Meeting, as required to give effect to the New CPC Policy, Shareholders will be asked to pass four 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) |
approve the removal of the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy; |
(b) |
authorize the Company to make certain amendments to the Company's escrow agreement 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; |
(c) |
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 |
(d) |
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"). |
Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having its common shares delisted or suspended from the Exchange, or (ii) subject to the approval of the majority of shareholders, transferring its common shares to list on the NEX and cancelling certain Seed Shares issued to the Company's Insiders.
The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement will be beneficial to the Shareholders and the Company by allowing increased flexibility to complete such a transaction.
Trillium shall seek Disinterested Approval to remove the consequences of not completing a Qualifying Transaction within 24 months after its Listing Date. In seeking such Disinterested Approval, Trillium shall exclude all votes attached to the Trillium common shares held by Non-Arm's Length Parties to Trillium who own Seed Shares, as well as their Associates and Affiliates.
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, Trillium 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, Trillium shall exclude all votes attached to the Trillium common shares held by shareholders who are parties to the CPC Escrow Agreement, as well as their Associates and Affiliates.
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, Trillium 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, Trillium shall exclude all votes attached to the Trillium common shares held by all Non-Arm's Length Parties to the Company, as well as their Associates and Affiliates.
Trillium 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 Trillium's IPO. In seeking such approval from Shareholders, Trillium shall exclude all votes attached to the Trillium 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.
Under the New CPC Policy, the Company is permitted to adopt other transition provisions without obtaining shareholder approval. As a result, the Company intends to adopt the changes under the New CPC Policy that do not require shareholder approval, including, but not limited to:
(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, for which the Company had previously obtained a waiver. |
The proposed amendments remain subject to the final approval of the TSXV.
Trillium is a CPC within the meaning of the policies of the TSXV that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Forward-looking statements include, but are not limited to, statements with respect to: the company evaluating proposed qualifying transactions, the resumption of trading of the Company's common shares, and Company's expectation as to receipt of the requisite Disinterested Approvals and its adoption of and alignment with certain matters under the New CPC Policy. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required under applicable securities legislation, Trillium undertakes no obligation to publicly update or revise forward-looking information.
The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release.
SOURCE Trillium Acquisition Corp.
Kelly Hanczyk, E-mail: [email protected]
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