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Simply Solventless Concentrates — Capital/Financing Update 2022
Mar 16, 2022
48036_rns_2022-03-16_6bd71f04-c13d-47b5-8403-8d36ee5cb73d.pdf
Capital/Financing Update
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DASH CAPITAL CORP. PROVIDES UPDATE REGARDING QUALIFYING TRANSACTION WITH SIMPLY SOLVENTLESS CONCENTRATES LTD.
Not for distribution to U.S. news wire services or for dissemination
in the United States.
CALGARY, Alberta, March 16, 2022 – Dash Capital Corp. ("Dash") (TSXV:
DCX.P) 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: [email protected]
Simply Solventless Concentrates Ltd.
Tara Johnson-Ouellette, Chief Executive Officer
Email: [email protected]
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.
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