KELOWNA, BC, Aug. 16, 2021 /CNW/ - Genesis Acquisition Corp.
("Genesis" or the "Company") (TSXV: CSTL.P), a
capital pool company pursuant to Policy 2.4 of the TSX Venture
Exchange (the "Exchange"), is pleased to announce that due
to changes by the Exchange to its Capital Pool Company program and
changes to the Exchange's Policy 2.4 - Capital Pool
Companies, which become effective as at January 1, 2021 (the "Updated CPC
Policy"), the Company intends to implement certain amendments
to align its policies with the Updated CPC Policy.
Pursuant to the Updated CPC Policy, in order for the Company to
align certain of its policies with the Updated 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 September 21,
2021 (the "Meeting"), for the following matters: (i) to
remove the consequences of failing to complete a Qualifying
Transaction within 24 months of the Company's date of listing on
the Exchange (the "Listing Date"); and (ii) to amend the
escrow release conditions and certain other provisions of the
Company's escrow agreement dated May 13,
2019 among the Company, TSX Trust Company and certain
shareholders of the Company (the "Escrow Agreement"). 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
Under the Exchange's former Policy 2.4 – Capital Pool
Companies (as at June 14, 2010) (the "Former
Policy") there are certain consequences if a QT was not
completed within 24 months of the Listing Date. These consequences
included a potential for the 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 Updated 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.
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 Updated
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 initial public offering with an exercise price that is less
than the issue price of the Shares issued in the initial public
offering 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 Updated CPC Policy.
Permitted Use of Proceeds
In accordance with the Updated CPC Policy, the Company has
determined to remove the restrictions on permitted uses of proceeds
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.
The Company will comply with the relevant provisions of the Updated
CPC Policy with respect to permitted use of proceeds and prohibited
payments.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
the Company'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 includes the intention of the Company to seek
disinterested shareholder approval for certain matters at its
Meeting, its expectations that it will implement changes required
to align with the Update CPC Policy assuming receipt of requisite
approvals, and all other statements which are not historical in
nature. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
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. Such factors include, among others, the
following risks: the need for additional financing, the volatility
of the Company's common share price and volume and reliance on key
and qualified personnel. Forward-looking statements are made based
on management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to
update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change. Investors are
cautioned against attributing undue certainty to forward-looking
statements.
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 Genesis Acquisition Corp.
