Vancouver, British Columbia--(Newsfile Corp. - June 8, 2021) - Justify Capital Corp. (TSXV: JST.P) ("Justify" or the "Company"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), is pleased to announce the Company received disinterested shareholder approval at its special meeting of shareholders held on May 17th, 2021 (the "Meeting"), for the implementation of the certain changes needed to transition to the TSXV's Policy 2.4 - Capital Pool Companies ("Policy 2.4"), which became effective as at January 1, 2021 (the "New CPC Policy"). The certain changes approved by disinterested shareholders at the Meeting are as follows:
to remove the consequences of failing to complete a "Qualifying Transaction" (as defined in Policy 2.4) within 24 months of Justify's date of listing on the TSXV;
to amend the escrow release conditions and certain other provisions of Justify's escrow agreement including allowing Justify's escrowed securities to be subject to an 18-month escrow release schedule as detailed in the New CPC Policy, rather than the 36-month escrow release schedule under the previous Policy 2.4;
to allow for the payment of finder's fees to non-arm's length parties in accordance with the New CPC Policy;
to amend the Company's Stock Option Plan to, among other things, become a "10% rolling" plan prior to the Company completing a Qualifying Transaction.
The Company confirms the above changes will be effected. Please refer to the Company's news release dated April 16th, 2021 and information circular filed on April 20th, 2021 for further details with respect to the changes.
Other Changes
Under the New CPC Policy, the Company is permitted to implement other certain changes without obtaining shareholder approval. Accordingly, the company wishes to have the option to take advantage of the following changes that do not require shareholder approval:
increasing the maximum aggregate gross proceeds to the treasury that the Company can raise from the issuance of Shares in the IPO, seed shares and private placement to the new maximum of $10,000,000, rather than $5,000,000 which was the limit under the former policy; and
removing the restriction which provided that no more than the lessor 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.
For further information, please contact:
Justify Capital Corp.
Richard A. Graham - President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: (604) 689-1428
Notice on Forward Looking Information
The TSXV has neither approved nor disapproved the contents of this press release. 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.
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.
By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward- looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: SARS CoV-2; reliance on key personnel; shareholder and regulatory approvals; risks of future legal proceedings; income tax matters; availability and terms of financing; distribution of securities; commodities pricing; currency movements, especially as between the USD and CDN; effect of market interest rates on price of securities; and, potential dilution.
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