Toronto, Ontario--(Newsfile Corp. - January 24, 2023) - NurCapital Corporation Ltd. (TSXV: NCL.H) (the "Company") is pleased to announce that all matters submitted to shareholders for approval as set out in detail in the Company's management information circular ("Circular") dated December 28, 2022 were approved at the annual general and special meeting of the shareholders of the Company held on January 19, 2023 (the "Meeting"). At the Meeting, MNP Canada LLP was appointed as the auditor of the Company and the incumbent members of the board of directors, being Sharief Zaman, John Ryan, Nadeem Ansari, Barry Polisuk, and Irshad Ali were elected.
In addition to the above, disinterested shareholders of the Company voted in favour of the following resolutions proposed in the Circular, thereby implementing the certain changes needed to transition to the TSX Venture Exchange's Policy 2.4 - Capital Pool Companies effective as at January 1, 2021 ("Policy 2.4"):
(i) repealing the current stock option plan dated June 1, 2015 and approving the proposed stock option plan that properly reflects Policy 2.4, as more fully described in the Circular;
(ii) authorizing the Company to make certain amendments to the escrow release conditions and certain other provisions of the Company's capital pool company ("CPC") escrow agreement, including allowing the escrowed securities to be subject to an 18-month escrow release schedule; and
(iii) permitting payment of a finder's fee or commission to a non-arm's length party to the Company upon completion of a qualifying transaction, as more fully described in the Circular.
Please refer to the Company's news release dated December 2, 2022 and the Circular for further details with respect to the amendments associated with the new Policy 2.4.
The Company has received conditional acceptance by the TSX Venture Exchange (the "TSXV") of the above CPC transition matters approved by shareholders and expects to receive final acceptance pending fulfillment of customary requirements as set out by the TSXV.
For further information on the Company, please contact:
Sharief Zaman, Director
Telephone: 416-754-4135
Email: info@nurcapital.ca
NEITHER THE TSX VENTURE EXCHANGE INC. 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 Note Regarding Forward-Looking Statements
This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation, all statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: resumption of trading receipt of requisite shareholder or regulatory approvals; the business and operations of the Company; and use of funds. In making the forward-looking statements contained in this press release, the Company has made certain assumptions, including that trading in the shares of the Company will resume as anticipated. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: delay or failure to receive board, shareholder, stock exchange or other regulatory approvals and general business, economic, competitive, political and social uncertainties and economic risks associated with current unprecedented market and economic circumstances due to the COVID-19 pandemic. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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