Toronto, Ontario--(Newsfile Corp. - May 25, 2021) - Cinaport Acquisition Corp. III (TSXV: CAC.P) (the "Company"), announced today that it will be holding an annual and special meeting of shareholders (the "Meeting") on June 24, 2021 at 2:00 pm (EST) at the offices of the Company at Suite 635, 333 Bay Street, Toronto, Ontario. The board of directors of the Company has fixed May 18, 2021 as the record date for determining the shareholders entitled to receive notice and vote at the Meeting.
In addition to the annual general meeting matters relating to the election of the board of directors of the Company and the appointment of the Company's auditor for the ensuing year, the Company will be seeking disinterested shareholders' approval for certain items required to implement the recent changes to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual which came into effect on January 1, 2021 (the "New CPC Policy").
The Corporation is a Capital Pool Company listed on the TSX Venture Exchange (the "TSXV") under the former Policy 2.4 - Capital Pool Companies (the "Former CPC Policy") and has not completed a Qualifying Transaction within 24 months from the date of its listing (the "Listing Date") as required by the Former CPC Policy. Pursuant to the Former CPC Policy, if a Capital Pool Company fails to complete a Qualifying Transaction within 24 months of the Listing Date, it faces the consequences of either (i) having its Common Shares delisted or suspended from the TSXV, (ii) or, subject to the approval of the disinterested shareholders of the Corporation, transferring the listing of its Common Shares to the NEX board of the TSXV and cancelling certain seed Common Shares held by the Non-Arms-Length Parties to the Capital Pool Company. The New CPC Policy eliminates the requirement for a CPC to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the consequences for failing to meet such requirement. Pursuant to the transition rules of the New CPC Policy, the Corporation is permitted to remove the potential consequences for failing to complete a Qualifying Transaction within 24 months from the Listing Date by obtaining disinterested shareholder approval on or prior to June 30, 2021.
At the Meeting, the disinterested shareholders of the Company will be asked to consider, and if deemed appropriate, to approve the removal of the potential consequences for failing to complete a Qualifying Transaction within 24 months from the Listing Date. In connection with the Company's transition under the New CPC Policy, the disinterested shareholders of the Company will also be asked to approve at the Meeting: (i) amendments to the Company's escrow agreement to replace its existing escrow release schedule with a 18-month escrow release schedule permitted under the New CPC Policy; (ii) authorization of the Company to pay finder's fees to Non-Arm's Length Parties of the Company upon completion of its Qualifying Transaction subject to satisfaction of the conditions set out in the New CPC Policy; and (iii) amendments to the Company's stock option plan to confirm that it is a 10% rolling option plan under the New CPC Policy and after January 1, 2021 and prior to the completion of the Company's Qualifying Transaction, no options may be granted unless the optionee first enters into an escrow agreement agreeing to deposit the options and the Common Shares acquired pursuant to the exercise of such options into escrow in accordance with the New CPC Policy.
The details of the aforementioned meeting matters will be provided in the management information circular for the Meeting to be made available to the shareholders of the Company and to be filed on SEDAR at www.sedar.com on or around June 2, 2021.
For more information, please contact:
Avi Grewal
President & Chief Executive Officer
Phone: (416) 213-8118 Ext. 210
E-mail: agrewal@cinaport.com
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