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DISSEMINATION IN THE UNITED
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VANCOUVER, BC, May 31, 2021 /CNW/ - Victory Capital Corp.
("Victory" or the "Company") (TSXV: VIC.P), a capital
pool company listed on the TSX Venture Exchange ("TSXV" or
the "Exchange"), announces that, pursuant to recent changes
by the TSXV to its Capital Pool Company program and TSXV Policy 2.4
– Capital Pool Companies ("Policy 2.4"), which became
effective as at
January 1, 2021 (the "New CPC Policy"), Victory intends to seek the requisite approvals of the shareholders
of Victory (the "Shareholders") to adopt and align the
Company with the New CPC Policy at its upcoming June 29, 2021 Annual General and Special Meeting
of Shareholders (the "Meeting").
Capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the TSXV Corporate Finance Manual or
the New CPC Policy.
At the Meeting, as required to give effect to the New CPC
Policy, Shareholders will be asked to pass four separate ordinary
resolutions by the affirmative vote of not less than a majority of
the votes cast by
disinterested Shareholders who vote in respect thereof, in person or by proxy ("Disinterested Approval"),
to:
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(a)
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approve the removal
of the consequences associated with the Company not completing a
Qualifying Transaction within 24 months of its listing date in
accordance with the New CPC Policy;
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(b)
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authorize the Company
to make certain amendments to the Company's escrow agreement to
effect certain changes contemplated under the New CPC
Policy;
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(c)
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authorize and permit
the Company to pay any finder's fee or commission to a Non-Arm's
Length Party to the Company upon completion of a Qualifying
Transaction, in accordance with the terms of the New
CPC Policy; and
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(d)
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authorize the Company
to adopt a 10% rolling stock option plan pursuant to which the
total number of common shares of the Company reserved for issuance
both before
and after completion of a Qualifying Transaction is 10% of the issued and outstanding common
shares of the Company as at the date of grant, rather than at the
closing date of its initial public offering (the
"IPO").
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Consequences of Failing to Complete a QT within 24 Months of
the Listing Date
Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing
Date, it faces the consequences of either (i) having its common shares delisted or suspended from the
Exchange, or (ii) subject to the approval of the majority of
shareholders, transferring its common shares to list on the NEX and
cancelling certain Seed Shares issued to the Company's
Insiders.
The New CPC Policy eliminates the requirement for a Capital Pool
Company, such as the Company, to complete a Qualifying Transaction
within 24 months of the Listing Date and eliminates the associated
consequences of not completing such requirement. The Company
believes that the removal of the requirement to complete a
Qualifying Transaction within 24 months of Listing Date, and the
associated consequences of not completing such requirement will be
beneficial to the Shareholders and the Company by allowing
increased flexibility to complete such a transaction.
Victory shall seek Disinterested Approval to remove the
consequences of not completing a Qualifying Transaction within 24
months after its Listing Date. In seeking such Disinterested
Approval, Victory shall exclude all votes attached to the Victory
common shares held by Non-Arm's Length Parties to Victory who own
Seed Shares, as well as their Associates and Affiliates.
Amendments to the Escrow Agreement
Under the New CPC Policy, securities subject to a CPC escrow
agreement are subject to an 18-month escrow period, as opposed to
the 36-month period previously required under Policy 2.4. At the
Meeting, Victory shall seek Disinterested Approval to amend the
terms of the CPC Escrow Agreement to which it is a party to reduce
the length of the term of any escrow provision to an 18-month
escrow term, as permitted by Section 10.2 of the New CPC Policy. In
seeking such Disinterested Approval, Victory shall exclude all
votes attached to the Victory common shares held by shareholders
who are parties to the CPC Escrow Agreement, as well as their
Associates and Affiliates.
Permission to Pay Finder's Fee or Commission to a Non-Arm's
Length Party
The New CPC Policy permits for the payment of a finder's fee or
a commission to a Non-Arm's Length Party to the Company upon
completion of a Qualifying Transaction. At the Meeting, Victory
shall seek Disinterested Approval to permit the payment of any
finder's fee or commission to a Non-Arm's Length Party to the
Company upon completion of the Qualifying Transaction in accordance
with the New CPC Policy. In seeking such Disinterested Approval,
Victory shall exclude all votes attached to the Victory common
shares held by all Non-Arm's Length Parties to the Company, as well
as their Associates and Affiliates.
Adoption of an Option Plan
Victory shall seek Disinterested Approval to adopt a new stock option plan under which the total number of
common shares of the Company reserved for issuance is 10% of common
shares of the Company outstanding as at the date of grant of any
stock option, rather than 10% of the common shares of the Company
outstanding as at the closing of Victory's IPO. In seeking such
approval from Shareholders, Victory shall exclude all votes
attached to the Victory common shares held by Insiders to whom
options have been granted under the Company's existing stock option
plan, as well as their Associates and Affiliates.
Other Changes
Under the New CPC Policy, the Company is permitted to adopt
other transition provisions without
obtaining shareholder approval. As a result, the Company intends to adopt the changes under the New CPC
Policy that do not require shareholder approval, including, but not
limited to:
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(a)
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increasing the
maximum aggregate gross proceeds to the treasury that the Company
can raise from the issuance of common shares under the Company's
initial public offering, Seed Shares and private placements to
the new maximum of $10,000,000, rather than $5,000,000 which was
previously the limit for a CPC that had not completed its
Qualifying Transaction;
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(b)
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removing the
restriction which provided that no more than the lesser of 30% of
the gross proceeds from the sale of securities issued by the
Company and $210,000 may be used for purposes other than
identifying and evaluating assets or businesses and obtaining
shareholder
approval for a proposed Qualifying Transaction, and implementing the restrictions on the
permitted use of proceeds and prohibited payments under the New CPC
Policy, under which reasonable general and administrative expenses
not exceeding $3,000 per month are permitted;
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(c)
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removing the
restriction on the Company issuing new agent's options in
connection with a private placement; and
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(d)
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Removing the
restriction such that now one person has the ability to act as the
chief executive officer, chief financial officer and corporate
secretary of the Company at the same time, for which the Company
had previously obtained a waiver.
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The proposed amendments remain subject to the final approval of
the TSXV.
Notice on Forward Looking Information
This news release contains certain statements that may
constitute forward-looking statements under applicable securities
laws. Forward-looking statements are not historical facts but
represent management's current expectation of future events, and
can be identified by words such as "believe", "expects", "will",
"intends", "plans", "projects", "anticipates", "estimates",
"continues" and similar expressions. Although management believes
that the expectations represented in such forward-looking
statements are reasonable, there can be no assurance that they will
prove to be correct.
In particular, the Company's expectation as to receipt of the
requisite Disinterested Approvals and its adoption of
and alignment with certain matters under the New CPC Policy constitute forward-looking information. Actual results
and developments may differ materially from those contemplated by
forward-looking information. Readers are cautioned not to place
undue reliance on forward-looking information. The statement made
in this press release are made as of the date hereof. The
Corporation disclaims any intention or obligation to publicly
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
may be expressly required by applicable
securities laws.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THE
TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Victory Capital Corp.
