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.
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.
TSX Venture Exchange: PCL.P
VANCOUVER, BC, April 1, 2021 /CNW/ - Perihelion Capital Ltd.
(TSXV: PCL.P) (the "Company") announces that further to its
news releases dated October 28, 2020,
and February 1, 2021, the Company has
entered into an amending agreement dated March 31, 2021 (the "Amending Agreement"),
to its merger agreement dated October 26, 2020, as
amended (the "Merger Agreement") with Think
Technologies Corp. ("Think") and 1203500 B.C. Ltd., a wholly-owned subsidiary of
the Company, in connection with a proposed combination
of the business of Think with the Company (the
"Proposed Transaction").
Pursuant to the Amending Agreement, the Company and Think have
agreed to extend the outside date for the completion of the
Proposed Transaction to April 30,
2021.
Think Technologies Corp.
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.
For more information, visit www.thinktech.ai.
Perihelion Capital Ltd.
The Company is a capital pool company created pursuant to the
policies of the TSX Venture Exchange (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 the Company 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
(as defined in the policies of the Exchange)
in accordance with the policies of the Exchange.
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 and (ii) 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.