TORONTO, May 26, 2021 /CNW/ - Hope Well Capital
Corp.* (TSXV: HOPE.P) ("HWCC" or the "Company") announces that due
to changes recently announced by the TSX Venture Exchange (the
"TSXV") to its Capital Pool Company program and changes to the
TSXV's Policy 2.4 – Capital Pool Companies, which came into effect
as of January 1, 2021 (the "New CPC
Policy"), the Company intends to implement certain amendments to
further align its policies with the New CPC Policy.
Pursuant to the New CPC Policy, in order for the Company to
align certain of its policies with the New CPC Policy it is
required to obtain the approval of disinterested shareholders of
the Company. As a result, the Company will be seeking such approval
at its upcoming annual general and special meeting of shareholders
scheduled to be held on June 29, 2021
(the "Meeting"), for the following matters: (i) to remove the
consequences of failing to complete a qualifying transaction ("QT")
within 24 months of the Company's date of listing on the TSXV (the
"Listing Date"); and (ii) to amend the escrow release conditions
and certain other provisions of the Company's Escrow Agreement (the
"Escrow Agreement"). These proposed amendments are described in
further detail below.
Removal of the Consequences of Failing to Complete a QT within
24 Months of the Listing Date
Currently, under the TSXV's Policy 2.4 – Capital Pool Companies
(as at June 14, 2010) (the "Former
Policy") there are certain consequences if a QT is not completed
within 24 months of the Listing Date. These consequences include a
potential for the Company's common shares (the "Shares") to be
delisted or suspended, or, subject to the approval of the majority
of the Company's shareholders, transferring the Shares to list on
the NEX board of the TSXV and cancelling certain seed shares held
by non-arm's length parties to the Company. The New CPC Policy has
removed these consequences assuming disinterested shareholder
approval is obtained. The Company intends to ask disinterested
shareholders to approve the removal of such consequences at the
Meeting, as it believes that it will afford the Company greater
flexibility to complete a QT that is beneficial to all interested
parties.
Amendments to the Escrow Agreement
The Company intends to ask disinterested shareholders to approve
the Company making certain amendments to the Escrow Agreement,
including allowing the Company's escrowed securities to be subject
to an 18-month escrow release schedule as detailed in the New CPC
Policy, rather than the current 36-month escrow release schedule in
the Former Policy.
About the Company
The Company is a CPC within the meaning of the policies of the
TSXV that has not commenced commercial operations and has no assets
other than cash. Except as specifically contemplated in the CPC
policies of the TSXV, until the completion of its Qualifying
Transaction, the Company will not carry on business, other than the
identification and evaluation of companies, business or assets with
a view to completing a proposed Qualifying Transaction. Investors
are cautioned that trading in the securities of a CPC is considered
highly speculative.
The TSXV has neither approved nor disapproved the contents of
this news release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Forward-looking information includes, but is not limited to, the
approval of disinterested shareholders of matters under the New CPC
Policy at the general and special shareholder meeting and the
future business of the Company. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "is expected", "expects" or "does not
expect", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", "believes", or
variations of such words and phrases; or terms that state that
certain actions, events, or results "may", "could", "would",
"might", or "will be taken", "could occur", or "be achieved".
Forwardlooking information is based on the opinions and estimates
of management at the date the information is made, and is based on,
a number of assumptions and is subject to known and unknown risks,
uncertainties and other factors, including but not limited to the
timing of obtaining the necessary approvals of the shareholders and
the TSXV. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated, or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to
update any forward-looking information, except in accordance with
applicable securities law.
*
Hope Well Capital Corp. is in no way affiliated with or related to
Hopewell Capital Corporation, a separate pre-existing business
purportedly engaged in the field of venture capital across
Canada, or the Hopewell Group of
Companies' multi-faceted real estate and logistics group.
SOURCE Hope Well Capital Corp.