TORONTO, Dec. 14, 2021 /CNW/ - Cross Border Capital I Inc.
(TSXV: CBX.P) (the "Corporation" or "CBX"), a capital
pool company ("CPC") pursuant to Policy 2.4 – Capital
Pool Companies ("CPC Policy") of the TSX Venture
Exchange (the "TSXV"), is pleased to announce that pursuant
to the amendments by the TSXV to its Capital Pool Company program
and CPC Policy which became effective January 1, 2021 (the "Updated CPC
Policy"), the Corporation intends to seek the requisite
approval of its Shareholders to implement certain amendments to
align its policies with the Updated CPC Policy.
Capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the TSXV Corporate Finance Manual and
the Updated CPC Policy.
In order to align the Corporation with the policies outlined in
the Updated CPC Policy, the Corporation is required to obtain the
approval of disinterested Shareholders on certain of the policy
amendments. At the upcoming annual and special meeting of
Shareholders to be held on February 7,
2022, the Corporation will be asking for the approval of not
less than a majority of the votes cast by disinterested
Shareholders who vote in respect thereof on four separate ordinary
resolutions addressing such policy amendments. These proposed
amendments are described in further detail below.
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1.
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Removal of the
Consequences of Failing to Complete a Qualifying Transaction within
24 months of Listing
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Under the CPC Policy,
there were certain consequences if a Qualifying Transaction was not
completed within 24 months of the date the Corporation's common
shares were listed on the TSXV. It faced the consequences of either
(i) having Common Shares delisted or suspended from the TSXV, or
(ii) subject to the approval of the majority of Shareholders,
transferring the Common Shares to list on the NEX and cancelling
certain seed Common Shares. Under the Updated CPC Policy, these
consequences will be removed provided the Corporation obtains
disinterested shareholder approval to do so.
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At the Meeting, the
Corporation will seek the approval from disinterested shareholders
to approve the removal of such consequences.
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2.
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Replacement of the
Corporation's Escrow Agreement
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Under the CPC Policy,
the Escrow Agreement entered into on December 22, 2020 imposed
restrictive escrow conditions on the securities held by directors,
officers and the holders of seed shares acquired prior to the
completion of the Corporation's IPO. Such securities were
subject to restrictions on transfer until the competition of a
Qualifying Transaction, after which such securities began to be
released over a 36-month period. Under the Updated CPC Policy, the
Corporation's escrowed securities may be subject to only an
18-month escrow release schedule.
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At the Meeting, the
Corporation will seek the approval from disinterested shareholders
to enter into a new escrow agreement in the form as provided for
under the Updated CPC Policy to replace and supersede the
Corporation's current Escrow Agreement dated December 22, 2020
which will subject the Corporation's escrowed securities to only an
18-month escrow release schedule.
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3.
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Permit the Payment
of a Finder's Fee to a Non-Arm's Length Party to the Corporation
upon Completion of its Qualifying Transaction
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Under the CPC Policy,
a finder's fee could not be paid to a Non-Arm's Length Party to the
Corporation. Under the Updated CPC Policy, the Corporation may seek
disinterested shareholder approval to permit payment of a finder's
fee to a Non-Arm's Length Party to the Corporation.
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At the Meeting, the
Corporation will seek the approval from disinterested shareholders
to permit payment of a finder's fee to a Non-Arm's Length Party to
the Corporation.
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4.
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Amend the
Corporation's Stock Option Plan
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Under the CPC Policy,
the total number of common shares (the "Shares") reserved
for issuance under the Corporation's stock option plan (the
"Plan") is limited to 10% of the shares of the Corporation
outstanding as at the closing of the Corporation's initial Public
Offering. Under the Updated CPC Policy, the Corporation may seek
disinterested shareholder approval to allow for the total number of
Shares of the Corporation reserved for issuance under the Plan to
be 10% of Shares outstanding as at the date of grant of any stock
option.
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At the Meeting, the Corporation will seek the approval from
disinterested shareholders to amend the Corporation's Stock Option
Plan to increase the limit of Shares available for issuance under
the Plan to 10% of the Shares outstanding as at the date of grant
of any stock option.
The proposed amendments are described in further detail in
the Management Information Circular of the Corporation, which will
be mailed to shareholders and filed on SEDAR on or before the
prescribed mailing date. The proposed amendments remain
subject to the final approval of the TSXV.
About Cross Border Capital I Inc.
Cross Border Capital I Inc. is incorporated under the laws of
the Province of Ontario and is a
Capital Pool Company listed on the TSXV. It has not commenced
commercial operations and has no assets other than cash. For
further information, please see the final prospectus of the
Corporation dated October 29, 2020
filed on SEDAR at www.sedar.com.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities laws regarding CBX
and its business. Forward-looking information includes, but is not
limited to, the approval of disinterested Shareholders of matters
under the Updated CPC Policy at the Annual and Special Meeting of
Shareholders and the completion of a Qualifying Transaction. Often
but not always, forward-looking information can be identified by
the use of words such as "expect", "intends", "anticipated",
"believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would" or "will" be taken, occur or be achieved.
Forward-looking information is based on the opinions and estimates
of management at the date the information is made, and is based on
a number of assumptions and is subject to known and unknown risks,
uncertainties and other factors, including but not limited to
obtaining the necessary approvals of the Shareholders and the TSXV.
Although the Corporation has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated, or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information.
Accordingly, readers should not place undue reliance on any
forward-looking statements or information. No forward-looking
statement can be guaranteed. The Corporation does not undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
Neither 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.
SOURCE Cross Border Capital I Inc.