/NOT FOR DISSEMINATION IN THE
UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES./
MONTREAL, April 16, 2021 /CNW/ - The Good Shroom Co
Inc. (previously Cluny Capital Corp, the "Company" or
"TGSC") (TSXV: CLN.H), a capital pool company pursuant to
Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is
pleased to announce the completion of its Qualifying Transaction,
which involved the amalgamation of Teonan Biomedical Inc.
("Teonan") with the Company's wholly owned subsidiary,
as part of a three cornered amalgamation between the parties (the
"Transaction"). Immediately prior to the Transaction,
the Company was continued under the Canada Business Corporations
Act, its outstanding common shares were consolidated on a 3 for 1
basis (the "Consolidation") and, the Company changed its
name to "The Good Shroom Co Inc." (Les bons Champignons Inc.).
The Company is also pleased to announce the conversion of the
subscription receipts (the "Subscription Receipts") issued
under the private placement offering (the "Offering") closed
on February 10, 2021, and, led by
Leede Jones Gables Inc. (the "Agent"), for gross proceeds of
$2,875,000. Each Subscription
Receipt issued at $0.25 has been
automatically exchanged for one common share (a "Share") of
the Company and one common share purchase warrant (a
"Warrant") of the Company (on a post-Consolidation basis).
Each Warrant is exercisable at the price of $0.50 and expires February
10, 2023. The Warrants may be subject to an accelerated
expiry at the discretion of the Company if the volume weighted
average closing price of the Shares is greater than $0.60 for a period of 10 consecutive trading days
on the Exchange. In connection with the Offering, the Agent
received a cash commission of $214,965 and 920,000 compensation options
("Compensation Options") were issued, with each Compensation
option granting the right to acquire one Share, at the price of
$0.25, for a period of 24 months. The
securities issued under the Offering remain subject to resale
restrictions until June 11, 2021.
It is expected that the net proceeds of the Offering will be
used to support the Company's retail initiative, marketing
activities, development and launch of new products as well as for
general working capital.
The full details of the Transaction are included in the Filing
Statement available at www.sedar.com under the Company's profile.
Final acceptance of the Transaction is subject to, and will occur,
upon the issuance of the Final Exchange Bulletin after which, The
Good Shroom Co will no longer be a capital pool company and will be
classified as a Tier 2 Industrial Issuer trading under the symbol
"MUSH". Subject to final approval, the Shares are expected to
resume trading in the week of April 26,
2021.
Following the Consolidation, the Company had 4,897,412 Shares
outstanding. As part of the Transaction, 31,891,344 Shares
were issued (includes a finder's fee consisting of 1,400,000 Shares
issued to an arm's length party) and, with the conversion of the
Subscription Receipts, the Company now has 48,288,753 Shares issued
and outstanding and the following convertible securities:
11,500,000 Warrants, 920,000 Compensation Options, and 375,123
options, are outstanding.
In connection with the Transaction, the Company's incumbent
board of directors has resigned, and the board of directors has
been reconstituted and is now comprised of the following
individuals: Eric Ronsse,
Stephanus Rossouw, Franck Aton,
Claude Dufresne and Steve Saviuk. The Board has appointed Mr.
Ronsse as Chief Executive Officer, Stephanus Rossouw, Chief Marketing Officer,
Scott Jardin as Chief Financial
Officer and Anik Gendron as
Corporate Secretary. The audit committee consisting of the
independent directors, Messrs. Aton, Dufresne and Saviuk, have
named Mr. Saviuk as the Chair of the audit committee.
Eric Ronsse, the Chief Executive
Officer, stated "We are all very excited by the closing of this
transaction as it will permit us to fuel various sales and
development initiatives in both our functional beverage brands,
Teonan and Velada. We've experienced early signs of growth under
the Teonan brand and this transaction allows us to allocate more
capital to push our marketing efforts further and execute our
retail distribution initiatives both in Canada and the US. It will also allow us to
execute on a functional beverage private labelling initiative in
our effort to lead the functional beverage space."
Early Warning
Eric Ronsse and Stephanus Rossouw have announced their intention
to file an early warning report in accordance with Multilateral
Instrument 62-104 – Take-Over Bids and Issuer Bids and National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issuers for securities of the
Company. Immediately prior to completion of the Transaction,
none of Messrs. Ronsse and Rossouw had ownership of, or exercised
control or direction over, voting or equity securities of the
Company.
As principal shareholders of Teonan, upon completion of the
Transaction, Mr. Ronsse received and now owns and controls,
18,383,353 Shares, including 6,355,736 Shares held by 9438-9160
Quebec Inc., a company controlled by Mr. Ronsse, together,
representing 38% of the outstanding Shares on a non-diluted basis
and 30% on a diluted basis.
Mr. Rossouw now owns and controls 6,127,451 Shares, representing
13% of the outstanding Shares on a non-diluted basis and 10% on a
diluted basis.
The Company understands that each of Mr. Ronsse and Mr. Rossouw
have no plan to acquire or dispose of their securities and may,
from time to time and depending on market and other conditions and
subject to applicable securities laws, acquire additional Shares
through market transactions, private agreements, exercise of
options, convertible securities or otherwise (if and when granted),
or may, subject to the requirements of applicable securities laws,
escrow requirements of the Exchange and contractual hold periods
agreed to, sell all or some portion of their Shares they own or
control (in accordance with the terms of the escrow restrictions),
or may continue to hold the Shares. A copy of the early
warning reports will be filed by Mr. Ronsse and Mr. Rossouw and
will be available on the Company's issuer profile on SEDAR at
www.sedar.com and can be obtained contacting the Company's CFO
Scott Jardin (450) 455-5151.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
Cautionary Note Regarding Forward-Looking
Information
This press release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements regarding the
plans, intentions, beliefs and current expectations of the Company
with respect to future business activities and operating
performance. Forward-looking statements are often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions and includes information regarding the anticipated use
of proceeds of the Offering. Investors are cautioned that
forward-looking statements are not based on historical facts but
instead reflect the Company's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although the
Company believes that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed
thereon, as unknown or unpredictable factors could have material
adverse effects on future results, performance or achievements of
the Company. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
statements are the following: changes in general economic, business
and political conditions, including changes in the financial
markets; changes in applicable laws and regulations both locally
and in foreign jurisdictions; compliance with extensive government
regulation; the risks and uncertainties associated with foreign
markets. These forward-looking statements may be affected by risks
and uncertainties in the business of the Company and general market
conditions, including COVID-19. Should one or more of these
risks or uncertainties materialize, or should assumptions
underlying the forward-looking statements prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated or expected.
Although the Company has attempted to identify important risks,
uncertainties and factors which could cause actual results to
differ materially, there may be others that cause results not to be
as anticipated, estimated or intended and such changes could be
material. The Company does not intend, and do not assume any
obligation, to update the forward-looking statements except as
otherwise required by applicable law. Investors are cautioned
that, except as disclosed in the management information circular or
filing statement prepared in connection with the Qualifying
Transaction, any information released or received with respect to
the Qualifying Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the
Qualifying Transaction and has neither approved nor disapproved the
contents of this press release.
SOURCE The Good Shroom Co Inc.