Toronto, Ontario--(Newsfile Corp. - April 26, 2024) - THS Maple Holdings Ltd. (TSXV: YAY.P) (formerly Toronto Cleantech Capital Inc.) (the "Corporation" or "TCC") is pleased to announce that it has completed its previously announced business combination (the "Transaction") with Turkey Hill Sugarbush ("THS"), which resulted in the reverse take-over of the Corporation by the former Class A unitholders of THS L.P. ("THS LP") and shareholders THS Genpar Inc. ("THS GP") (collectively, the "THS Securityholders") and which constituted the Corporation's "Qualifying Transaction", as such term is defined under Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange ("TSXV" or the "Exchange"). The Corporation after giving effect to the Transaction (the "Resulting Issuer") will carry on the business previously carried on by THS.
In connection with the Transaction, the Corporation is also pleased to announce that further to its press release dated June 7, 2023, 1000635995 Ontario Inc. ("Finco"), a corporation incorporated by TCC for the purposes of completing the concurrent financing (defined below), has completed a non-brokered private placement of common shares of Finco ("Finco Shares") at a price of $0.184 per Finco Share for aggregate gross proceeds of $4,225,376.02 (the "Concurrent Financing").
Summary of the Transaction and Concurrent Financing
The Transaction was completed by way of a three-cornered amalgamation pursuant to a Business Combination Agreement dated September 8, 2023 between the Corporation, THS LP, THS GP, and the THS Securityholders and whereby, among other things, Finco amalgamated with 1000836250 Ontario Inc. a wholly-owned subsidiary of the Corporation, to form a newly amalgamated corporation that is a wholly-owned subsidiary of the Corporation. Prior to completion of the Transaction, the Corporation changed its name from "Toronto Cleantech Capital Inc." to "THS Maple Holdings Ltd."
In connection with the closing of the Transaction, Finco closed the Concurrent Financing on April 26, 2024 for gross proceeds of $4,225,376.02. The Concurrent Financing was completed on a non-brokered private placement basis and no finder's fee was paid in connection with the Concurrent Financing. A majority of the subscribers under the Concurrent Financing were arm's length subscribers. The net proceeds of the Concurrent Financing will be used to cover expenses incurred in connection with the Proposed Transaction and as general working capital for the Resulting Issuer.
Upon completion of the Transaction there were 60,339,100 THS Maple Holdings Ltd. shares ("Resulting Issuer Shares") issued and outstanding. An aggregate of 25,006,622 Resulting Issuer Shares issued to THS Securityholders were placed in escrow pursuant to a value security escrow agreement and an aggregate of 668,487 Resulting Issuer Shares are subject to seed share resale restrictions pursuant to the policies of the Exchange and will be released in accordance with the terms thereof.
Board of Directors of the Resulting Issuer
Following closing of the Transaction, the directors and officers of the Corporation tendered their resignations such that the directors and officers of the Resulting Issuer are as follows: (i) Tom Zaffis - President and Chief Executive Officer; (ii) Claude Lambert - Chief Financial Officer; (iii) Jaana Tornikoski - Vice President and Corporate Secretary; (iv) David Beutel - Director; (v) Eric Beutel - Director; (vi) Ian Anderson - Director; (vii) David Bell - Director; and (viii) Dimitris Stubos - Director.
Trading Update
The Corporation has received conditional approval for the Transaction from the TSXV. Trading of the Resulting Issuer Shares remains halted pending receipt of the Final Exchange Bulletin, which is subject to the Corporation fulfilling certain customary conditions, including the filing of final documentation in respect of the Transaction. The Resulting Issuer Shares are expected to commence trading on the TSXV under the ticker symbol "YAY" two trading days after receipt of the Final Exchange Bulletin.
Additional Information
Complete details of the Transaction, including biographies for the board of directors and certain other matters are set out in the Filing Statement of the Corporation dated April 15, 2024, which is available under the Corporation's SEDAR+ profile at www.sedarplus.ca
For more information, please contact:
THS Maple Holdings Ltd. (formerly Toronto Cleantech Capital Inc.)
James Sbrolla, Former Chairman
james.sbrolla@gmail.com
(416) 828-2077
Turkey Hill Sugarbush Ltd.
David Beutel, Chairman
david@oakwest.ca
(647) 401-8834
Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of 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 press release. Any statement that involves discussions with respect to 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. In this press release, forward-looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof, including, but not limited to, TSXV approval, trading in the securities of the Resulting Issuer; and the business of the Resulting Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to 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: prevailing margins on maple syrup; weather conditions; ability to market maple products competitively; sourcing of raw material supplies; operating costs and governmental programs and regulations; general business, economic, competitive, political and social uncertainties; and risks of the maple syrup industry. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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 Corporation does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Neither the 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.
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SOURCE: THS Maple Holdings Ltd.
