TORONTO, Aug. 12, 2019 /CNW/ - 22 Capital Corp. ("22 Capital") and Trichome Financial Corp. (the "Corporation" or "Trichome Financial") announce that, further to their press releases of April 24, 2019 and May 28, 2019, they have received an extension from the TSX Venture Exchange ("TSXV") with respect to the completion of their announced amalgamation under the provisions of the Business Corporations Act (Ontario) that will result in a reverse take-over of 22 Capital by the shareholders of Trichome Financial (the "Transaction"). The outside date upon which final acceptance of the Transaction will be granted by the TSXV has been extended until August 30, 2019. It is expected that trading of Trichome Financial's common shares will commence two business days after the closing of the Transaction and the receipt of the TSXV's final acceptance.
The Transaction is being undertaken pursuant to the terms and conditions of the amalgamation agreement between 22 Capital and Trichome dated November 13, 2018, as amended January 30, 2019, April 5, 2019, May 27, 2019 and August 12, 2019 (the "Amalgamation Agreement"). The recent amendment extended the outside date of the Amalgamation Agreement to reflect the extension by the TSXV.
About 22 Capital
22 Capital is a Capital Pool Company listed on the TSXV. 22 Capital currently has no commercial operations and has no significant assets other than cash. The principal purpose of 22 Capital, as a Capital Pool Company, is the identification, evaluation and acquisition of assets, properties or business with a view to complete a Qualifying Transaction.
About Trichome Financial Corp.
Trichome Financial is a specialty finance company focused on providing flexible and creative capital solutions to the global legal cannabis market. Trichome Financial was created to address the lack of credit availability in the large, growing and increasingly complex cannabis market. Founded by industry leaders Origin House (CSE: OH) and Stoic Advisory, Trichome Financial's experienced management team has a unique edge to capitalize on proprietary deal flow and industry insight while developing a first mover advantage as a global cannabis focused specialty finance company. Trichome Financial provides customized financing solutions across the industry value chain to support growth, capital expenditures, mergers, acquisitions, working capital and other needs. Leveraging the combined resources and knowledge of its founders, it is able to offer significant value-added financial, product, market and operational support to its partner companies. Trichome Financial's current assets are all based in Canada and it has no operations or assets in the United States. Trichome Financial's common shares will commence trading on the TSX Venture Exchange under the symbol "TFC".
For further information about Trichome Financial please visit us at www.trichomefinancial.com or @trichomefinance on Twitter and refer to the joint information circular of Trichome Financial and 22 Capital dated May 29, 2019 which is available on the Corporation's SEDAR profile at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, the commencement of trading of Trichome Financial's common shares on the TSX Venture Exchange. 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, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. 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 the forward-looking statements and information contained in this news release. Except as required by law, Trichome Financial assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE Trichome Financial Corp.
For further information: Marc Charbin, LodeRock Advisors Inc., Telephone: (416) 467-5229, Email: [email protected]; Steve Mintz, President and Chief Executive Officer, 22 Capital Corp., Telephone: (416) 864-0578, Email: [email protected]