Toronto, Ontario--(Newsfile Corp. - May 19, 2021) - Sol Cuisine Ltd. (TSXV: PN.P) (formerly. Platform 9 Capital Corp.) (the "Company") is pleased to announce that it has completed its previously announced "Qualifying Transaction" in accordance with TSX Venture Exchange (TSXV) Policy 2.4 - Capital Pool Companies (the "Transaction") pursuant to the terms of the Business Combination Agreement dated April 14, 2021 between the Company, 12835151 Canada Inc. ("Subco"), a wholly-owned subsidiary of the Company, and Sol Cuisine Inc. ("Sol Cuisine").
The Transaction was completed by way of a three cornered amalgamation whereby Sol Cuisine and Subco amalgamated under the laws of Canada. In addition, the Company is pleased to announce the conversion and exchange of the subscription receipts (the "Subscription Receipts") issued in connection with Sol Cuisine's previously announced private placement offering of Subscription Receipts led by Canaccord Genuity Corp., together with CIBC World Markets Inc. and National Bank Financial Inc. (collectively, the "Agents"), which together with an investment by certain existing shareholders of Sol Cuisine raised gross proceeds of approximately $15 million (collectively, the "Offering").
Immediately prior to the closing of the Transaction, the Company consolidated its issued and outstanding common shares on a 16.2076:1 basis (the "Consolidation") and changed its name from Platform 9 Capital Corp. to "Sol Cuisine Ltd.". Upon completion of the Transaction, including completion of the Offering, the issued and outstanding share capital of the Company consists of 54,382,350 common shares ("Common Shares") on a non-diluted basis and 65,737,151 Common Shares on a fully diluted basis.
Final acceptance of the Transaction will occur upon the issuance of the Final Exchange Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV under the symbol "VEG" at the opening of markets on May 26, 2021.
In connection with the transaction, the Company's board of directors has been reconstituted and is now comprised of the following individuals: Mike Fata (Chair), Dror Balshine, Mary Dalimonte, Beena Goldenberg and Lisa Swartzman. In addition, the board has appointed John Flanagan as Chief Executive Officer, David McLaren as Chief Financial Officer, Dror Balshine as President, Ken Cross as Chief Marketing Officer, Sarah Cline as Vice President of Sales, Prashin Chaturvedi as Vice President Supply Chain and CI, Michael Presley as Vice President Finance and Jason Saltzman as Corporate Secretary. The Company also adopted a new 15% "fixed" stock option plan (the "Plan") as at the closing of the Transaction allowing for the issuance of a maximum of 8,157,353 common shares pursuant to the exercise of options under the Plan.
Full details of the Transaction and certain other matters are set out in the filing statement of the Company dated May 7, 2021 (the "Filing Statement"). A copy of the Filing Statement can be found under the Company's SEDAR profile on SEDAR at www.sedar.com.
Legal Advisors
Gowling WLG (Canada) LLP were legal advisors to Sol Cuisine, WeirFoulds LLP were legal advisors to Platform 9 and Dentons Canada LLP were legal advisors to the Agents in connection with the Transaction.
Early Warning Disclosure as a Result of Completion of the Transaction
Pursuant to the Transaction, Planted Power Inc. ("PPI") acquired control over 11,217,327 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by PPI prior to completion of the Transaction. PPI also acquired 22,254 Common Share purchase warrants to acquire 22,254 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by PPI prior to the completion of the Transaction. Dror Balshine, a director and officer of the Company is the sole director of PPI and is controlled by the 2018 Balshine Family Trust, a trust that Dror Balshine and his spouse, Tamara Sussman, are trustees of and the beneficiaries of which are members of Dror Balshine's immediate family. PPI exercises control over 11,217,327 Common Shares (representing approximately 20.63% of the issued and outstanding Common Shares on a non-diluted basis and 17.06% on a fully-diluted basis). In addition, Dror Balshine directly holds 1,101,746 stock options of the Company exercisable until October 1, 2027 all of which were issued in exchange for the stock options of Sol Cuisine held by Dror Balshine prior to the completion of the Transaction. PPI currently does not have any plan to acquire or dispose of additional securities of the Company. However, PPI may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.
Pursuant to the Transaction, BDC Capital Inc. ("BDC"), a federal crown corporation, acquired control over 16,862,906 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by BDC prior to completion of the Transaction. BDC also acquired 264,568 Common Share purchase warrants to acquire 264,568 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by BDC prior to the completion of the Transaction. BDC exercises control over 16,862,906 Common Shares (representing approximately 31.00% of the issued and outstanding Common Shares on a non-diluted basis and 25.65% on a fully-diluted basis). BDC currently does not have any plan to acquire or dispose of additional securities of the Company. However, BDC may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.
Pursuant to the Transaction, New Acres Capital Ag & Food Limited Partnership and New Acres Capital Ag & Food Parallel Limited Partnership (collectively "New Acres Funds") acquired control over an aggregate 8,898,012 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by New Acres Funds prior to completion of the Transaction. New Acres Funds also acquired 90,887 Common Share purchase warrants to acquire 90,887 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by New Acres Funds prior to the completion of the Transaction. New Acres Funds exercise control over 8,898,012 Common Shares (representing approximately 16.36% of the issued and outstanding Common Shares on a non-diluted basis and 13.54% on a fully-diluted basis). New Acres Funds currently does not have any plan to acquire or dispose of additional securities of the Company. However, New Acres Funds may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.
Pursuant to the Transaction, Export Development Canada ("EDC"), a federal crown corporation, acquired control over 8,541,483 Common Shares all of which were issued in exchange for the common shares of Sol Cuisine held by EDC prior to completion of the Transaction. EDC also acquired 87,246 Common Share purchase warrants to acquire 87,246 Common Shares until May 18, 2023 all of which were issued in exchange for the common share purchase warrants of Sol Cuisine held by EDC prior to the completion of the Transaction. EDC exercises control over 8,541,483 Common Shares (representing approximately 15.71% of the issued and outstanding Common Shares on a non-diluted basis and 12.99% on a fully-diluted basis). EDC currently does not have any plan to acquire or dispose of additional securities of the Company. However, EDC may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.
The foregoing disclosure regarding is being disseminated pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and may also be obtained by contacting the Company's CFO David McLaren at dmclaren@solcuisine.com or 905-502-8100.
For additional information concerning the Transaction and the foregoing matters in connection therewith, please refer to the Company's press releases dated March 8, 2021, April 14, 2021, April 15, 2021, April 23, 2021 and May 7, 2021 and the Filing Statement, all of which are available under the Company's SEDAR profile at www.sedar.com.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press 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.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking information within the meaning of Canadian securities laws regarding the Company and its business. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management's ability to manage and to operate the business of the Company and the equity markets generally. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
About Sol Cuisine Ltd.
Sol Cuisine is a fast-growing producer of branded, consumer-preferred plant-based protein offerings across key center-of-plate and appetizer categories. Sol Cuisine's products are offered through an established omni-channel distribution platform in Canada and the U.S. and are available in over 11,000 stores and more than 41,000 unique points of distribution. Over a history of 20+ years, Sol Cuisine has consistently demonstrated an ability to innovate and delight customers in Canada and the U.S., while remaining true to its commitment to producing great tasting products that are nutritionally superior both to meat-based offerings and to competitive plant-based products. Sol Cuisine's taste and nutritional superiority has also resulted in private label contracts with some of the most recognized grocery retailers in North America. These products are all produced at Sol Cuisine's two state of the art facilities, totaling 35,000 square foot facility in Mississauga, Ontario, capable of supporting up to 10 million kilograms of volume per annum.
For more information please contact:
John Flanagan, Chief Executive Officer
Sol Cuisine Ltd. Telephone: (905) 502-8500
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