VANCOUVER, BC / ACCESSWIRE / February 24, 2021 / FIRST LIGHT CAPITAL CORP. (the "Company" or "First Light") (TSXV:XYZ.P) is pleased to announce that due to changes recently announced by the TSX Venture Exchange (the "Exchange") to its Capital Pool Company program and changes to the Exchange's Policy 2.4 - Capital Pool Companies, which became effective January 1, 2021 (the "New CPC Policy"), the Company intends to implement certain amendments to align certain of its policies with the New CPC Policy.
The New CPC Policy permits a capital pool company formed under Exchange Policy 2.4, Capital Pool Companies as it was in effect prior to January 1, 2021 (the "Old CPC Policy") to align certain of its policies with the New CPC Policy under specified circumstances. Among these changes, capital pool companies formed under the Old CPC Policy can, among other changes: (i) amend their Stock Option Plan (the "Option Plan") to, among other things, become a "10% rolling" plan prior to the Company completing a Qualifying Transaction ("QT"); (ii) remove the consequences of failing to complete a QT within 24 months of the Company's date of listing on the Exchange (the "Listing Date"); and (iii) amend the escrow release conditions and certain other provisions of the Company's Escrow Agreement (the "Escrow Agreement"). In order to implement these changes, a capital pool company formed under the Old CPC Policy must first obtain disinterested shareholder and Exchange approval. First Light, which was listed on April 23, 2019, has received disinterested shareholder approval to the implementation of the following changes:
Amendments to the Stock Option Plan.
First Light intends to amend its Stock Option Plan to enable it, prior to completion of its QT, to: (i) increase the total number of common shares in its capital (the "Shares") reserved for issuance upon exercise of stock options from 10% of the number outstanding as at the closing date of the Company's initial public offering ("IPO") to such number as is equal to 10% of the Shares issued and outstanding as at the date of grant; (ii) allow the number of Shares reserved for issuance as options to any individual director or senior officer not to exceed 5% of the Shares outstanding as at the date of grant, rather than at the closing date of the IPO; (iii) allow the number of Shares reserved for issuance as options to Consultants, as defined in the Stock Option Plan, not to exceed 2% of the Shares outstanding as at the date of grant, rather than at the closing date of the IPO; and (iv) require, prior to the granting of options, that the optionee first enter into an escrow agreement agreeing to deposit the options, and the Shares acquired pursuant to the exercise of such options, into escrow as described in the escrow agreement.
Remove the Consequences of Failing to Complete a QT within 24 Months of the Listing Date.
Under the Old CPC Policy, there were certain consequences if a QT was not completed within 24 months of the Listing Date. These consequences include the cancellation of certain seed shares and the potential for Shares to be delisted or suspended, or, subject to the approval of the majority of the Company's shareholders, transferred to list on the NEX. The New CPC Policy permits a capital pool company formed under the Old CPC Policy to remove these consequences if disinterested shareholder and Exchange approval is obtained.
Amendments to the Escrow Agreement.
The Company intends to amend the Escrow Agreement to allow the Company's escrowed securities to be subject to an 18-month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month escrow release schedule in the Old CPC Policy. In addition, the Company intends to amend the Escrow Agreement such that all options granted prior to the date the Exchange issues a final bulletin for the QT ("Final QT Exchange Bulletin") and all Shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the Shares issued in the IPO and (b) any Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.
About First Light
First Light is a capital pool company pursuant to Policy 2.4 of the Exchange. Except as specifically contemplated in such policy, until the completion of its QT (as defined in the policy), the Company will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed QT. Investors are cautioned that trading in the securities of a capital pool company is considered highly speculative.
James A. Currie CEO and Director
604-569-2209
The TSX Venture Exchange 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 TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: First Light Capital Corp
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