9 Capital Enters Definitive Agreement with Churchill Diamond to Complete Qualifying Transaction
February 01 2021 - 7:30AM
Further to its news release dated December 23, 2020, 9 Capital
Corp. (the “
Company”) and Churchill Diamond
Corporation (“
Churchill”) are pleased to announce
that they have entered into a definitive business combination
agreement which outlines the terms and conditions pursuant to which
the parties will complete the proposed business combination (the
“
Proposed Transaction”). The Proposed Transaction
will result in a reverse take-over of the Company by Churchill and
will constitute the Company’s “Qualifying Transaction” (as such
term is defined in Policy 2.4 of the TSX Venture Exchange Manual).
Pursuant to the Proposed Transaction, the Company will consolidate
its issued and outstanding common shares (the “
9 Capital
Shares”) on the basis of one “new” 9 Capital Share for
every 1.7 “old” existing common share of the Company. Immediately
following the completion of the consolidation, Churchill and a
wholly-owned subsidiary of the Company will amalgamate to form a
new company, and upon such amalgamation, holders of common shares
of Churchill (“
Churchill Shares”) will receive one
9 Capital Share for every Churchill Share held.
Further details regarding the Proposed
Transaction are disclosed in the Company’s news release dated
December 23, 2020 and available under the issuer profile of the
Company on SEDAR at www.sedar.com.
About the Company
The Company is a CPC within the meaning of the
policies of the Exchange that has not commenced commercial
operations and has no assets other than cash. Except as
specifically contemplated in the CPC policies of the Exchange,
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.
For further information please
contact:
9 Capital Corp.Mr. Ben Cubitt, President and
Chief Executive Officer Tel. (416) 479-5048
Completion of the Proposed Transaction is
subject to a number of conditions including, but not limited to,
Exchange acceptance and shareholder approval. The Proposed
Transaction cannot close until all required shareholder approvals
are 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 a CPC should be
considered highly speculative. A comprehensive press release with
further particulars relating to the Proposed Transaction will
follow in accordance with the policies of the Exchange.
The Exchange has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this news release.
Cautionary Note Regarding Forward
Looking Information
This news release contains statements about the
Company’s expectations regarding any proposed future Qualifying
Transaction of the Company which are forward-looking in nature and,
as a result, are subject to certain risks and uncertainties.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, undue reliance
should not be placed on them as actual results may differ
materially from the forward-looking statements. Factors that could
cause the actual results to differ materially from those in
forward-looking statements include general business, economic,
competitive, political and social uncertainties; and the delay or
failure to receive board, shareholder or regulatory approvals. The
forward-looking statements contained in this press release are made
as of the date hereof, and the Company undertakes no obligation to
update publicly or revise any forward-looking statements or
information, except as required by law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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