Neither 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.
TSX Venture Exchange: PCL.P
VANCOUVER, BC, Dec. 22, 2020 /CNW/ - Perihelion Capital Ltd.
("PCL") is pleased to announce that further to its news
release on October 28, 2020 regarding
the proposed Qualifying Transaction (as such term is defined
in the Corporate Finance Manual of the TSX Venture Exchange (the
"Exchange")) between Think Technologies Corp.
("Think") and PCL (the "Proposed Transaction"), Think
has entered into an engagement letter (the "Engagement
Letter") with Regent Capital Partners Inc. ("Regent")
dated December 16, 2020 with respect
to the concurrent financing to take place as a condition to the
Proposed Transaction. Pursuant to the Engagement Letter, Regent
will act as lead agent, on its own behalf and on behalf of a
syndicate of agents (collectively, the "Agents"), in
connection with a private placement (the "Private
Placement") of subscription receipts of Think (the
"Subscription Receipts").
Under the Private Placement, the Subscription Receipts will be
offered at a price of $0.20 per
Subscription Receipt (the "Issue Price") for aggregate gross
proceeds of $2,500,000. Each
Subscription Receipt shall be deemed to be exercised, without
payment of any additional consideration and without any further
action on the part of the holder thereof, for one unit in the
capital of Think (a "Unit"), upon satisfaction of certain
escrow release conditions (the "Escrow Release
Conditions") as described in a subscription receipt
agreement to be entered into by the parties (the "Subscription
Receipt Agreement"). Each Unit will consist of one common share
in the capital of Think (a "Unit Share") and one-half of one
common share purchase warrant of Think (each whole warrant, a
"Unit Warrant"). Each Unit Warrant will be exercisable into
one Unit Share (a "Warrant Share") at a price of
$0.30 per Warrant Share for a period
of 24 months from the date of the closing of the Private Placement
(the "Closing Date").
Upon closing of the Proposed Transaction, each Unit Share will
be automatically exchanged for one common share in the capital (a
"Resulting Issuer Share") of the resulting issuer of the
Proposed Transaction (the "Resulting Issuer") and each Unit
Warrant will be automatically exchanged for one common share
purchase warrant (a "Resulting Issuer Warrant") of the
Resulting Issuer. Each Resulting Issuer Warrant will be exercisable
into one Resulting Issuer Share at a price of $0.30 per Resulting Issuer Share for a period of
24 months from the Closing Date.
Think has also granted to Regent an option exercisable up to 48
hours prior to the Closing Date to arrange for the purchase of up
to an additional 2,500,000 Subscription Receipts for additional
gross proceeds of up to $500,000.
The gross proceeds of the Private Placement, less 50% of the
Cash Fee (as defined below) which will be paid upon closing of the
Private Placement, will be deposited in escrow at closing pending
the satisfaction of the Escrow Release Conditions. If either: (i)
the Escrow Release Conditions are not satisfied on or before the
escrow release deadline to be stipulated in the Subscription
Receipt Agreement; or (ii) prior to such escrow release deadline,
PCL and/or Think advises the Agent or announces to the public that
it does not intend to satisfy the Escrow Release Conditions, the
Subscription Receipts will be cancelled and the escrowed funds
shall be returned to the holders of the Subscription Receipts in
accordance with the terms of the Subscription Receipt
Agreement.
In connection with the Private Placement, the Agents will be
paid a cash commission equal to 8% of the gross proceeds raised
under the Private Placement (the "Cash Fee") and will be
issued such number of non-transferable share purchase warrants (the
"Compensation Options") as is equal to 8% of the
Subscription Receipts sold under the Private Placement, with the
exception of investors identified on a president's list in which
the Cash Fee and number of Compensation Options shall be reduced to
5% for the respective subscriptions. Each Compensation Option will
entitle its holder to acquire one common share in the capital of
Think at the Issue Price for a period of 24 months following the
Closing Date. The Compensation Options shall be exchanged for
non-transferable share purchase warrants of the Resulting Issuer
upon completion of the Proposed Transaction. In addition, Think
will pay Regent a corporate finance fee upon closing of the Private
Placement.
The Private Placement shall be completed on such date to be
determined between Think and Regent.
Think intends to use the net proceeds from the Private Placement
for sales growth, product development, strategic acquisitions and
general corporate purposes.
About Think
Think is an emerging leader in artificial intelligence
software solutions. Think's cloud-native AI platform utilizes
natural language processing (NLP), computer vision and neural
networks to ingest and process large volumes of data, learn from
this data, and find patterns to assist businesses with planning and
management.
About PCL
PCL is a capital pool company created pursuant to the policies
of the Exchange. It does not own any assets, other than cash or
cash equivalents and its rights under the merger agreement in
respect of the Proposed Transaction. The principal business of PCL
is to identify and evaluate opportunities for the acquisition of an
interest in assets or businesses and, once identified and
evaluated, to negotiate an acquisition or participation subject to
acceptance by the Exchange so as to complete a Qualifying
Transaction in accordance with the policies of the Exchange.
Forward-Looking Statements Disclaimer and Reader Advisory
Not for dissemination in the United
States or for distribution to U.S. newswire services. The
securities offered have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any applicable state securities laws and may not be
offered or sold in the United
States or to, or for the account or benefit of, a person in
the United States or a U.S. person
(as defined in Regulation S under the U.S. Securities Act) absent
registration under the U.S. Securities Act and any applicable state
securities laws, or compliance with an exemption therefrom. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. PCL assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could
differ from those reflected in the forward looking-statements
unless and until required by securities laws applicable to PCL.
Additional information identifying risks and uncertainties is
contained in filings by PCL with the Canadian securities
regulators, which filings are available at www.sedar.com.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance
and if applicable pursuant to 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
management information circular or 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 a capital pool company should be considered
highly speculative.
TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Common shares in the capital of PCL will remain halted until
such time as permission to resume trading has been obtained from
the Exchange. PCL is a reporting issuer in Alberta, British
Columbia, and Ontario.
SOURCE Perihelion Capital Ltd.