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.
New CPC Policy
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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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").
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Consequences of Failing to
Complete a QT within 24 Months of the Listing Date
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.
Amendments to the Escrow
Agreement
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.
Permission to Pay Finder's Fee or
Commission to a Non-Arm's Length Party
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.
Adoption of an Option
Plan
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.
Other Changes
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:
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(a)
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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;
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(b)
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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;
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(c)
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removing the
restriction on the Company issuing new agent's options in
connection with a private placement; and
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(d)
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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.
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The proposed amendments remain subject to the final approval of
the TSXV.
About Trillium
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.
Notice on Forward-Looking
Information
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.
