Calgary, Alberta--(Newsfile Corp. - March 16, 2022) - Dash Capital Corp. (TSXV: DCX.P) ("Dash") and Simply Solventless Concentrates Ltd. ("SSC") wish to provide an update on the previously announced business combination, which will constitute the "Qualifying Transaction" of Dash (the "Transaction") as such term is defined under TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies ("TSXV Policy 2.4"). As previously disclosed on August 9, 2021, Dash, SSC and 2366191 Alberta Ltd. ("Dash Subco"), a wholly owned subsidiary of Dash, entered into an amalgamation agreement dated August 6, 2021 (the "Amalgamation Agreement"), which, among other things, sets forth the terms and conditions of the Transaction. On February 3, 2022, Dash announced that Dash, SSC and Dash Subco entered into an amending agreement (the "Amending Agreement") to the Amalgamation Agreement dated January 31, 2022, which, among other things, extended the outside date for completion of the Transaction. Upon completion of the Transaction, it is intended that Dash (the "Resulting Issuer") will continue SSC's business in the cannabis industry. Details of the Transaction, including the amount and type of proposed consideration, were previously disclosed in the news releases of Dash dated June 11, 2021, August 9, 2021, and February 3, 2022.
A copy of the Amalgamation Agreement, the Amending Agreement and the previous news releases of Dash detailing the Transaction have each been filed on Dash's SEDAR profile and are available for viewing at www.sedar.com.
The completion of the Transaction is subject to a number of conditions precedent, including, but not limited to, the satisfaction or waiver of closing conditions customary to transactions of the nature of the Transaction, obtaining all requisite shareholder and corporate approvals, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, and the final approval of the TSXV, including the satisfaction of its initial listing requirements. There can be no assurance that the Transaction will be completed as proposed or at all. A filing statement in respect of the Transaction will be prepared in accordance with the requirements of the TSXV and will be filed under Dash's issuer profile on SEDAR at www.sedar.com.
Update on the Health Canada Licence Application and Directors and Officers of the Resulting Issuer
SSC is pleased to announce that it has made significant progress in its efforts to obtain a standard processing and cultivating licence under the Cannabis Act (Canada) (the "HC Licence"). The initial submission for the HC Licence was made in November, 2021.
Given the timing of the HC Licence application, Jeff Swainson, the proposed President & Chief Executive Officer and director of the Resulting Issuer, and James Nerland, the proposed Chief Financial Officer of the Resulting Issuer, are not expected to be security cleared by Health Canada in time to be appointed to such roles on closing of the Transaction. Accordingly, Tara Johnson-Ouellette and William Macdonald are expected to fill the roles of Chief Executive Officer and Chief Financial Officer of the Resulting Issuer, respectively, on an interim basis until Mr. Swainson and Mr. Nerland are security cleared by Health Canada.
Currently, Mr. Swainson is serving as special adviser to the sole director of SSC and Mr. Nerland is acting as Controller of SSC.
Subject to TSXV and other regulatory and corporate approvals, it is expected that the board of directors and management of the Resulting Issuer will be comprised of the following individuals upon closing of the Transaction:
Officers:
- Tara Johnson-Ouellette - Chief Executive Officer
- William Macdonald - Chief Financial Officer
- Gordon Cameron - Corporate Secretary
Directors:
- Tara Johnson-Ouellette
- William Macdonald
- Colin Davison
- Hugh Porter
The backgrounds of each of the proposed directors and officers of the Resulting Issuer were previously disclosed in the news release of Dash dated February 3, 2022.
About Simply Solventless Concentrates Ltd.
SSC is a private company incorporated under the Business Corporations Act (Alberta). SSC's mission is to provide pure, potent, terpene-rich solventless concentrates to discerning cannabis consumers. For more information regarding SSC, please see www.simplysolventless.ca.
About Dash Capital Corp.
Dash is a public company incorporated under the Business Corporations Act (Alberta). Dash's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative.
Further Information
Dash and SSC will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of TSXV Policy 2.4. However, Dash and SSC will make available to the TSXV all information, including financial information, as required by the TSXV and will provide, in a press release to be disseminated at a later date, required additional disclosure.
All information contained in this press release with respect to Dash and SSC was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, majority of the minority approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information:
Dash Capital Corp.
Darrell Denney, Chief Executive Officer
Phone: 403-651-9009
Email: darrellgdenney@gmail.com
Simply Solventless Concentrates Ltd.
Tara Johnson-Ouellette, Chief Executive Officer
Email: tara@simplysolventless.ca
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.
Notice on Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Transaction, receipt of the HC Licence and the expected composition of the board of directors and management of the Resulting Issuer. Dash cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Dash and SSC, including expectations and assumptions concerning Dash, SSC, the Resulting Issuer, the Transaction, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Amalgamation Agreement and Amending Agreement, as well as other risks and uncertainties, including those described in Dash's final prospectus dated April 26, 2021 filed with the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, and the Ontario Securities Commission and available on SEDAR at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Dash and SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Dash and SSC do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for distribution to U.S. news wire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/117004
