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Hydreight Technologies Inc. — Capital/Financing Update 2021
Jun 28, 2021
47651_rns_2021-06-28_0d631842-b934-4ab7-bc3c-b9e732f5775a.pdf
Capital/Financing Update
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FOR IMMEDIATE RELEASE
TSX Venture Exchange: PCL.P
PERIHELION CAPITAL LTD. ANNOUNCES PROPOSED SHARE CONSOLIDATION AND NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia , June 28, 2021, Perihelion Capital Ltd. (TSXV: PCL.P) (the " Company "), a capital pool company pursuant to Policy 2.4 – Capital Pool Companies (the " Policy ") of the TSX Venture Exchange (the " TSXV "), announces that, subject to the approval of the TSXV, it intends to complete a non-brokered private placement of up to 33,333,333 common shares of the Company at a price of $0.06 per share (the " Offered Shares "), on a post-Consolidation (as defined below) basis to raise up to $2,000,000 in gross proceeds (the " Private Placement ").
The Offered Shares will be subject to a four-month hold period pursuant to securities laws in Canada and, where applicable, the policies of the TSXV. In connection with the Private Placement, certain qualified parties may be paid a cash finders’ fee of up to 10% of the gross proceeds of the Private Placement. The Company intends to use the net proceeds from the Private Placement to identify and evaluate companies, assets or businesses with a view of completing a Qualifying Transaction (as defined in the Policy).
The Company also announces that, subject to the approval of the TSXV and immediately prior to the closing of the Private Placement, it intends to complete a consolidation of its common shares (the " Consolidation ") on the basis of one (1) new common share for every two (2) common shares held, which will result in the Company having approximately 2,557,000 common shares issued and outstanding immediately prior to the closing of the Private Placement. The Company currently has 5,114,000 common shares issued and outstanding. The Company believes the Consolidation will allow the Company to have greater flexibility and mechanics to increase shareholders value and identify and evaluate opportunities for the completion of a Qualifying Transaction (as defined in the Policy).
The Company will not be changing its name in connection with the Consolidation. In accordance with the articles of the Company, the Consolidation may be approved by the board of directors of the Company without shareholder approval.
Registered shareholders of the Company will receive a letter of transmittal from the Company's transfer agent with instructions for exchanging their pre-Consolidation common shares. Shareholders who hold their common shares through a broker or other intermediary will not need to complete a letter of transmittal. No fractional common shares will be issued as a result of the Consolidation. Instead, any fractional share interest will be rounded down and cancelled.
Perihelion Capital Ltd.
The Company is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents. The principal business of the Company is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction (as such term is defined in the Policy) in accordance with the policies of the TSXV.
Further Information
For further information, please contact:
Perihelion Capital Ltd.
Alexandros Tzilios President and Chief Executive Officer E-mail: [email protected] Telephone: (778) 867-0482
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the Private Placement and the Consolidation.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the approval of the TSXV for the Appointment. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.