VANCOUVER, BC, Aug. 31, 2020 /CNW/ - Perihelion Capital Ltd.
(TSXV: PCL.P) (the "Company") is pleased to announce that it
has entered into an arm's length letter of intent (the
"LOI") dated August 28, 2020,
with Think Technologies Corp. ("Think") to combine the
businesses of Think with the Company. The LOI outlines the terms
and conditions pursuant to which the Company and Think will
complete a transaction that will result in a reverse take-over of
the Company by Think (the "Proposed Transaction"). The
Proposed Transaction will be an arm's length transaction, and, if
completed, will constitute the Company's "Qualifying Transaction"
(as such term is defined in Policy 2.4 of the TSX Venture Exchange
(the "Exchange")). Upon completion of the Proposed
Transaction, the resulting issuer (the "Resulting Issuer")
will carry on the businesses of Think, and intends to list as a
technology issuer on the TSX Venture Exchange.
Proposed Transaction Summary
The Proposed Transaction is expected to proceed by way of a
three-cornered amalgamation or such other structure as may be
agreed to by the parties. As part of the Proposed Transaction, the
shareholders of Think will receive approximately 48,470,000 common
shares in the capital of the Company in exchange for their shares
of Think at a deemed price of $0.10
per common share of the Company. The Proposed Transaction may be
structured in any manner agreed to between the Company and Think
and the final structure is subject to the receipt of tax, corporate
and securities law advice by both the Company and Think. The
parties currently anticipate entering into a definitive agreement
in respect of the Proposed Transaction on or around September
30, 2020 and completing the Proposed Transaction on or around
November 30, 2020, or as otherwise
agreed to by the parties.
In connection with the Proposed Transaction, the Company shall
complete a private placement (the "Private Placement")
financing of not less than $2,780,000
at a price per security of $0.20, or
such other terms as may be agreed between the Company and Think, on
a best efforts basis to be arranged by such brokers as may be
agreed to between the Company and Think. In addition, and prior to
the closing of the Proposed Transaction, Think may, in its sole
discretion, complete a private placement financing for gross
proceeds of up to $500,000 at a price
per security of not less than $0.10,
on a best efforts basis, or on such other terms as agreed to
between the Company and Think.
The Proposed Transaction is subject to a number of conditions,
including but not limited to, the parties successfully entering
into a definitive agreement in respect of the Proposed Transaction,
the completion of the Private Placement, receipt of all necessary
approvals, including the approval of the Exchange, and certain
other closing conditions, including the completion of satisfactory
due diligence by the Company.
Additional information regarding the Proposed Transaction will
be set out in a comprehensive filing statement (the "Filing
Statement") which will be filed with the Exchange and posted on
the Company's profile on SEDAR (www.sedar.com).
Think Technologies Corp.
Think was incorporated on April 17,
2018, under the Business Corporations Act
(British Columbia).
Think is privately-owned software development company, based in
Vancouver, British Columbia,
developing a cloud-based software platform that utilizes multiple
types of Artificial Intelligence to monitor, alert and provide
automated response protocols to global and local business
threats.
Perihelion Capital Ltd.
The Company was incorporated under the Business Corporations
Act (British Columbia) on
April 13, 2018, and is a Capital Pool
Company (as defined in the policies of the Exchange) listed on the
Exchange. The Company has no commercial operations and no assets
other than cash.
Shareholder Approval
Since the Proposed Transaction is not a Non-Arm's Length
Qualifying Transaction (as such term is defined in Policy 2.4 of
the Exchange), the Company will not be required to obtain
shareholder approval of the Proposed Transaction. In addition, the
Proposed Transaction is not a "related party transaction" as such
term is defined by Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions and is not
subject to Policy 5.9 of the Exchange. As a result, no meeting of
the shareholders of the Company is required pursuant to corporate
law, Policy 2.4 of the Exchange or securities laws to approve the
Proposed Transaction.
Directors, Officers and Other Insiders of the Resulting
Issuer
The directors and officers of the Resulting Issuer will be
determined at a later date or upon completion of the Proposed
Transaction and at which time a further news release will be issued
in accordance with the policies of the Exchange.
Sponsorship
Sponsorship of a qualifying transaction of a Capital Pool Company is required by the Exchange unless exempt
in accordance with the Exchange policies. The Company is currently
reviewing the requirements for sponsorship and anticipates applying
for an exemption from the sponsorship requirements pursuant to the
Exchange policies. However, there is no assurance that the Company
will obtain this exemption.
Trading in the Company Common Shares
Trading in the Company's common shares has been halted in
compliance with the policies of the Exchange, and will remain
halted pending the review of the Proposed Transaction by the
Exchange and satisfaction of the conditions of the Exchange for
resumption of trading. It is likely that trading in the Company's
common shares will not resume prior to the closing of the Proposed
Transaction.
Further Information
The Company will issue additional press releases in accordance
with the policies of the Exchange providing further details in
respect of the Proposed Transaction, the Private Placement, the
officers, directors and insiders of the Resulting Issuer and other
material information as it becomes available.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Neither the 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 press release does not constitute an offer of securities for sale in the United States. The securities being
offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended,
and such securities may not be offered or sold within the United States absent U.S. registration or
an applicable exemption from U.S. registration
requirements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the
Exchange acceptance and, if applicable pursuant to the Exchange
requirements, majority of the minority shareholder approval. Where
applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
Filing Statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed 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 Exchange has in no way passed upon the merits of the
Proposed Transaction and has not approved or disapproved of the
contents of this news release.
Cautionary Note Regarding Forward-Looking
Information
This press release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Company and
Think with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions and includes information regarding: (i) expectations
regarding whether the Proposed Transaction will be consummated,
including whether conditions to the consummation of the Proposed
Transaction will be satisfied, or the timing for completing the
Proposed Transaction, (ii) the timing for closing and pricing of
the Private Placement, and (iii) expectations for other economic,
business, and/or competitive factors.
Investors are cautioned that forward-looking information is
not based on historical facts but instead reflect the Company and
Think's respective management'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 and Think believe that the expectations reflected in such
forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the combined company. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to consummate the Proposed Transaction; the ability to
obtain requisite regulatory and other approvals and the
satisfaction of other conditions to the consummation of the
Proposed Transaction on the proposed terms and schedule; the
potential impact of the announcement or consummation of the
Proposed Transaction on relationships, including with regulatory
bodies, employees, suppliers, customers and competitors; changes in
general economic, business and political conditions, including
changes in the financial markets; changes in applicable laws;
compliance with extensive government regulation; and the diversion
of management time on the Proposed Transaction. This forward-
looking information may be affected by risks and uncertainties in
the business of the Company and Think and market
conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-
looking information prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
and Think have 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. The Company and Think do not intend, and do
not assume any obligation, to update this forward-looking
information except as otherwise required by
applicable law.
SOURCE Perihelion Capital Ltd.