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, March 3, 2021 /CNW/ - Perihelion Capital
Ltd. ("PCL") is pleased to announce that further to its news
release on December 21, 2020,
regarding Think Technologies Corp. ("Think") entering into
an engagement letter (the "Original Engagement Letter") with
Regent Capital Partners Inc. ("Regent") dated December 16, 2020, PCL, Regent and Think have now
entered into an amended and restated engagement letter (the
"Engagement Letter") dated March 3,
2021, with respect to the concurrent financings to take
place as a condition to the proposed Qualifying
Transaction (as such term is defined in the Corporate Finance
Manual of the TSX Venture Exchange (the
"Exchange")) between Think and PCL (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
that will include Leede Jones Gable Inc. as co-agent (collectively,
the "Agents"), in connection with a private placement (the
"Think Private Placement") of subscription receipts of Think
(the "Subscription Receipts"), and a private placement (the
"PCL Private Placement") of units of Perihelion ("PCL
Unit").
Think Private Placement
Under the Think 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 up to $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 "Think 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 Think Unit will consist of one common
share in the capital of Think (a "Think Unit Share") and
one-half of one common share purchase warrant of Think (each whole
warrant, a "Think Unit Warrant"). Each Think Unit Warrant
will be exercisable into one Think Unit Share (a "Think
Warrant Share") at a price of $0.30 per Think Warrant Share for a period of 24
months from the date of the closing of the Think Private Placement
(the "Think Closing Date").
Upon closing of the Proposed Transaction, each Think 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 Think
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 Think Closing Date.
Think has also granted to Regent an option exercisable up to 48
hours prior to the Think 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 Think Private Placement, less the
Agents' expenses and 50% of the Cash Fee (as defined below) which
will be paid upon closing of the Think 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 Think Private Placement, the Agents will
be paid a cash commission of up to 8% of the gross proceeds raised
under the Think Private Placement (the "Cash Fee") and will
be issued such number of non-transferable share purchase warrants
(the "Compensation Options") up to 8% of the Subscription
Receipts sold under the Think Private Placement. 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 Think 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 Think Private Placement.
The Think Private Placement shall be completed on such date to
be determined between Think, PCL and Regent.
Think intends to use the net proceeds from the Think Private
Placement for sales growth, product development, strategic
acquisitions and general corporate purposes.
PCL Private Placement
Under the PCL Private Placement, the PCL Units will be offered
at the Issue Price per PCL Unit for aggregate gross proceeds of up
to $500,000. Each PCL Unit will
consist of one common share (a "PCL Unit Share") in the
capital of PCL and one-half of one common share purchase warrant (a
whole warrant, a "PCL Unit Warrant") of PCL. Each PCL Unit
Warrant will be exercisable into one common share in the capital of
PCL (a "PCL Warrant Share") at a price of $0.30 per PCL Warrant Share for a period of 24
months from the date of the closing of the PCL Private Placement
(the "PCL Closing Date").
In connection with the PCL Private Placement, the Agents will be
paid a cash commission up to 8% of the gross proceeds raised under
the PCL Private Placement (the "Cash Fee") and will be
issued such number of non-transferable share purchase warrants (the
"PCL Compensation Options") up to 8% of the PCL Units
sold under the PCL Private Placement. Each PCL Compensation Option
will entitle its holder to acquire one common share in the capital
of PCL at the Issue Price for a period of 24 months following the
PCL Closing Date.
The PCL Private Placement shall be completed on such date to be
determined between PCL, Think, and Regent, and at the latest,
completed concurrently with the Proposed Transaction.
About Think
Think is a developer of 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.