P Squared Renewables Inc. Announces Changes in Accordance with New CPC Policy
Calgary, Alberta – TheNewswire - June 10, 2021 - P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ" or the "Company") a capital pool company, is pleased to announce is pleased to announce that due to changes recently announced by the TSX Venture Exchange (the "TSXV") to its Capital Pool Company program and changes to the TSXV’s Policy 2.4 – Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy"), the Company intends to implement certain amendments to further align its policies with the New CPC Policy, subject to TSXV approval.
Pursuant to the New CPC Policy, in order for the Company to align certain of its policies with the New CPC Policy, it is required to obtain the approval of disinterested shareholders of the Company. As a result, the Company will be seeking such approval at its upcoming annual general and special meeting of shareholders scheduled to be held on June 16, 2021 (the "Meeting"), for the following matters: (i) to remove the consequences of failing to complete a qualifying transaction ("QT") within 24 months of the Company's date of listing on the TSXV (the "Listing Date"); (ii) to amend the escrow release conditions and certain other provisions of the Company's escrow agreement (the "Escrow Agreement"); (iii) to permit the payment of a finder's fee or commission to a non-arm's length party upon completion of the qualifying transaction; and (iv) to amend the Company's stock option plan (the "Option Plan"). These proposed amendments are described in further detail below.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date
Currently, under the Exchange’s Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the "Former Policy") there are certain consequences if a QT is not completed within 24 months of the Listing Date. These consequences include a potential for common shares of the Company (the "Shares") to be delisted or suspended, or, subject to the approval of the majority of the Company’s shareholders, transferring Shares to list on the NEX and cancelling certain seed shares. The New CPC Policy has removed these consequences assuming disinterested shareholder approval is obtained. The Company intends to ask disinterested shareholders to approve the removal of such consequences at the Meeting, as it believes that it will afford the Company greater flexibility to complete a QT that is beneficial to all interested parties, and will also allow the Company to better withstand market volatility.
The resolution approving the removal of the consequences for failing to complete a QT within 24 months of the Listing Date requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 5,100,000 Common shares, will be excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.
Amendments to the Escrow Agreement
The Company intends to ask disinterested shareholders to approve the Company making certain amendments to the Escrow Agreement, including allowing the Company’s escrowed securities to be subject to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month escrow release schedule in the Former Policy. In addition, the Company wishes to amend the Escrow Agreement such that all options granted prior to the date the Exchange issues a final bulletin for the QT ("Final QT Exchange Bulletin") and all Shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the Shares issued in the IPO and (b) any Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.
The resolution approving the amendments to the Escrow Agreement requires disinterested shareholder approval. All parties to the Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 8,000,000 Shares, including the following directors and officers the Company, will be excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.
Permit the Payment of a Finder's Fee or Commission to a Non-Arm's Length Party
The New CPC Policy includes changes which permit a Capital Pool Company to pay finder’s fees or commissions to a Non-Arm’s Length Party to the Company upon completion of a QT. At the Meeting, the disinterested shareholders will be asked to approve the payment of finder’s fees or commissions to Non-Arm’s Length Parties to the Company upon completion of a QT, in accordance with the New CPC Policy.
The resolution approving the payment of a finder's fee or commission to a non-arm's length party requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 5,100,000 Common shares, will be excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.
Amendments to the Option Plan
The amendments to the Option Plan are as follows: (i) include provisions providing for the payment or funding or any income tax withholdings applicable to the exercise of options; (ii) clarify what constitutes a change of control of the Company, and provide that the options may be exercised within 90 days of the change of control; (iii) include provisions relating to blackout periods during which Option holders cannot exercise Options; and (iv) other housekeeping changes of a non-material nature.
The resolution approving the removal of the amendments to the Option Plan requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 5,100,000 Common shares, will be excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.
All matters submitted to shareholders of the Corporation for approval at the Meeting are more particularly described in the Corporation's management information circular dated May 12, 2021 (the "Circular"). Please refer to the Circular for further details with respect to the amendments associated with the New CPC Policy.
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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and information. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "will", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur. The forward-looking statements and information are based on certain key expectations and assumptions made by PSQ, including expectations and assumptions concerning timing of receipt of required regulatory and shareholder approval. Although PSQ believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because PSQ can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, which include, but are not limited to, risks that required regulatory approvals are not obtained. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by PSQ at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only to conditions as of the date hereof. PSQ does not undertake any obligation to release publicly any revisions to forward-looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
For further information regarding the Offering or PSQ, please contact:
Executive Chairman & CEO
P Squared Renewables Inc.
NOT FOR DISSEMINATION IN THE UNITED STATES
OR THROUGH U.S. NEWS WIRES