Cluny Capital Corp. Announces Voting Results of Its Annual and Special Meeting of Shareholders
2021年4月2日 - 7:04AM
Cluny Capital Corp. (the “
Company” or
“
Cluny”) (TSXV:CLN.H), a capital pool company
pursuant to Policy 2.4 (“
Policy 2.4”) of the TSX
Venture Exchange (the “
Exchange”), is pleased to
announce the voting results of its annual and special meeting of
shareholders held on March 31, 2021. In addition to the election of
directors, the re-appointment of the auditors, and the re-approval
of the Company’s stock option plan, shareholders approved certain
matters which are conditional on completion of the Company’s
business combination transaction with Teonan Biomedical Inc.,
including (i) the change the name of the Company to “The Good
Shroom Co Inc.” (Les bons Champignons inc); (ii) the continuance of
the Company from an Ontario corporation to a corporation under the
Canada Business Corporations Act; and (iii) the consolidation of
the Company’s issued and outstanding common shares on the basis of
one (1) post consolidation common share of the Company for each
three (3) pre-consolidation common shares.
In addition, in accordance with recent
amendments by the Exchange to the capital pool company
(“CPC”) program and Policy 2.4, which became
effective on January 1, 2021 (the “New CPC
Policy”), the Company obtained disinterested shareholder
approval to amend the escrow release conditions of the Company's
three CPC escrow agreements dated October 31, 2012 and June 6, 2018
(the "Escrow Agreements") affecting up to
2,300,000 common shares (766,666 assuming completion of the
consolidation). The proposed amendments to the Escrow Agreements
would result in the Company's escrowed common shares being subject
to an 18 month escrow release schedule as detailed in the New CPC
Policy, instead of the current 36 month escrow release schedule.
The amendments to the Escrow Agreements are subject to the final
approval of the Exchange and the execution of amending agreements
reflecting the foregoing change. The accelerated release schedule
will only affect those shareholders holding escrowed shares that
execute an amending agreement.
For further information:
Cluny Capital Corp. James Greig, Director (778)
788-2745james_greig@hotmail.com
The TSX Venture Exchange Inc. has neither
approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this release.
Cautionary Statement Regarding Forward
Looking Information
This news release contains “forward-looking
information” within the meaning of Canadian securities legislation.
Forward-looking information generally refers to information about
an issuer’s business, capital, or operations that is prospective in
nature, and includes future-oriented financial information about
the issuer’s prospective financial performance or financial
position. The forward-looking information in this news release
includes disclosure about amendments to be made to the Escrow
Agreements and the Exchange’s approval of such amendments. Cluny
made certain material assumptions, including but not limited to:
prevailing market conditions; general business, economic,
competitive, political and social uncertainties; and delay or
failure to receive board, shareholder or regulatory approvals to
develop the forward-looking information in this news release. There
can be no assurance that such statements will prove to be accurate,
as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should
not place undue reliance on forward-looking statements. Actual
results may vary from the forward-looking information in this news
release due to certain material risk factors. These risk factors
include, but are not limited to: adverse market conditions; failure
of the Exchange to approve the amendments to the Escrow Agreements;
as well as those risk factors discussed or referred to in
disclosure documents filed by Cluny with the securities regulatory
authorities in certain provinces of Canada and available at
www.sedar.com. The foregoing list of material risk factors and
assumptions is not exhaustive. Should any factor affect Cluny in an
unexpected manner, or should assumptions underlying the forward
looking information prove incorrect, the actual results or events
may differ materially from the results or events predicted. Any
such forward-looking information is expressly qualified in its
entirety by this cautionary statement. Moreover, Cluny does not
assume responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this news release is made as of the date of this news
release and Cluny undertakes no obligation to publicly update or
revise any forward-looking information, other than as required by
applicable law.
Cluny Capital (TSXV:CLN.H)
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