/THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER
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STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
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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, Feb. 1, 2021 /CNW/ - Perihelion Capital Ltd.
(TSXV: PCL.P) (the "Company") announces that further to its
news release dated October 28, 2020,
the Company has entered into an amending agreement dated
January 29, 2021 (the "Amending
Agreement") to its merger agreement dated October 26,
2020 (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, Perihelion and Think have
agreed to extend the outside date for the completion of the
Proposed Transaction to March 31,
2021.
Think Technologies Corp.
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.
For more information, visit www.thinktech.ai.
Perihelion Capital Ltd.
The Company 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
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.
