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The TSX Venture Exchange ( TSXV ) recently made
changes to its Capital Pool Company ( CPC ) program.
The CPC program is exclusively offered by the TSXV and provides an
alternative way for an operating business to list its shares on
such exchange. The CPC, being a financing vehicle with no assets
other than cash and no commercial operations, is created by
experienced corporate directors and completes an initial public
offering (an IPO ) to raise funds. After its IPO, the
CPC then seeks to complete a transaction with an operating business
Potential disposal of Zebediela Project URU Metals Limited ( URU or Company ) (LON: URU) has entered into a letter of intent, dated 7 January 2021, with Blue Rhino Capital Corp, a company listed on the TSX Venture Exchange ( TSX-V ) (TSX-V: RHNO.P) ( BRC ) whereby BRC proposes to acquire all of the issued and outstanding share capital of Zebediela Nickel Company (Pty) Ltd. ( ZEB ), which controls the Company s Zebediela Nickel Project in South Africa (the Project ). Transaction Summary Pursuant to the terms of the Transaction, it is contemplated that BRC will consolidate its share capital on a 2.3-for-1 basis (the Consolidation ), following which it will issue 41,000,000 post-Consolidation common shares (the Consideration Shares ) to URU in consideration for all of the outstanding share capital of ZEB. BRC will also assume all ongoing liabilities and obligations of ZEB, which will include a 2.5% royalty on all revenue generated from the Project (the
Sustainable Produce Urban Delivery Inc. and Rainy Hollow Ventures Inc. Announce Closing of Subscription Receipt Private Placement
SPUD ) and Rainy Hollow Ventures Inc. (TSXV: RHV.P) (
Rainy Hollow ) are pleased to announce that SPUD has closed its previously-announced private placement of subscription receipts (
Subscription Receipts ) by issuing 3,227,500 Subscription Receipts at a price of $7.50 each, for gross proceeds to SPUD of approximately $24.2 million, pursuant to an agency agreement dated December 23, 2020 between Canaccord Genuity Corp. and Desjardins Securities Inc., who acted as co-lead agents, Cormark Securities Inc., PI Financial Corp. (collectively, the
Agents ), SPUD and Rainy Hollow.
The gross proceeds from the sale of the Subscription Receipts, less the Agents expenses paid at the closing of the private placement, are being held in escrow by Computershare Trust Company of Canada (
Rainy Hollow Ventures Inc. and Sustainable Produce Urban Delivery Inc. Announce Execution of Arrangement Agreement and Update Regarding Concurrent Private Placement
Rainy Hollow ) and Sustainable Produce Urban Delivery Inc. (
SPUD ) are pleased to announce that, further to their joint news release dated October 1, 2020, they have entered into an arrangement agreement dated December 21, 2020 between Rainy Hollow and SPUD (the
Arrangement Agreement ), which sets out the terms of the reverse take-over of Rainy Hollow by SPUD by way of a statutory plan of arrangement under Section 288 the
Business Corporations Act (British Columbia) (the
BCBCA ) involving Rainy Hollow, SPUD and the securityholders of SPUD (the
Cuspis Capital Ltd. And Graphene Manufacturing Group Pty Ltd. Announce Signing of Acquisition Agreement for Qualifying Transaction
Cuspis Capital Ltd. (TSXV: CUSP) (
Cuspis or the
TSXV or the
Capital Pool Companies (
Policy 2.4 ), is pleased to announce, further to its press releases of August 19, August 31 and November 4, 2020, that it has entered into a definitive agreement (the
Definitive Agreement ) with Graphene Manufacturing Group Pty Ltd. (
GMG ), a private company incorporated under the laws of Australia
, whereby the parties will complete a plan of arrangement (the
Plan of Arrangement ) pursuant to which Cuspis will become a wholly owned subsidiary of GMG (the
Transaction ). Cuspis intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange. Pursuant to the Plan of Arrangement, shareholders of Cuspis will exchange their Cuspis securities for securities of GMG (resulting in Cuspis be