Wolf Acquisition Corp. Announces Proposed Changes IN Accordance with New Cpc Policy
WOLF ACQUISITION CORP. ANNOUNCES PROPOSED CHANGES
IN ACCORDANCE WITH NEW CPC POLICY
Toronto, January 1 3, 2021 – Wolf Acquisition Corp. (“ Wolf” or the “ Company”) (TSX-V: WOLF.P)
announces that due to changes recently announced by the TSX Venture Exchange (the “Exchange”) to its
Capital Pool Company program and changes to the Exchange’s Policy 2.4 – Capital Pool Companies , which
became effective on January 1, 2021 (the “New CPC Policy”), the Company intends to implement certain
amendments to further align its policies with the New CPC Policy.
Pursuant to the New CPC Policy, in order for the Company to align certain of its policies with the New
CPC Policy , it is required to obtain the approval of disinterested shareholders of the Company
(“Disinterested Shareholders”). As a result, the Company will be seeking such approval at its upcoming
annual general and special meeting of shareholders scheduled to be held on February 12 , 2021 (the
“Meeting”), for the following matters: (i) to remove the consequences of failing to complete a Qualifying
Transaction (“QT”) within 24 months of the Company’s date of listing on the Exchange (the “ Listing
Date”); and (ii) to amend certain provisions of the Company’s escrow agreement dated August 2, 2018
among the Company, Computershare Investor Services Inc. and certain securityholders of the Company (the
“Escrow Agreement ”). These proposed amendments are described in further detail below and in the
management information circular of the Company to be mailed in connection with the Meeting, which will
be available in due course under the Company’s SEDAR profile at www.sedar.com.
Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date
Under the Exchange’s Policy 2.4 – Capital Pool Companies (as at June 14, 2010) (the “ Former CPC
Policy”) there were certain consequences if a QT is not completed within 24 months of the Listing Date.
These consequences include a potential for common shares of the Company (the “Shares”) to be delisted or
suspended, or, subject to the approval of the majority of the Company’s shareholders, transferring Shares
to list on the NEX and cancelling certain seed shares. The New CPC Policy has removed these consequences
assuming Disinterested Shareholder approval i s obtained. The Company intends to ask Disinterested
Shareholders to approve the removal of such consequences at the Meeting, as it believes that it will afford
the Company greater flexibility to complete its proposed business combination with Frontera Gold Inc. and
CX One Inc. (the “Proposed Transaction”), and thus is beneficial to all interested parties. For further
details on the Proposed Transaction (which is intended to constitute the Company’s QT), please refer to the
Company’s press releases dated October 14, 2020, December 4, 2020 and December 21, 2020.
Amendments to the Escrow Agreement
The Company intends to ask Disinterested Shareholders to approve the Company making certain
amendments to the Escrow Agreement, including allowing the Company’s escrowed securities to be subject
to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the current 36 month
escrow release schedule in the Former CPC Policy. Under the New CPC Policy, if approved by Disinterested
Shareholders at the Meeting, all escrowed securities of the Company will be released from escrow in
accordance with the following schedule:
Release Dates Percentage of Total Escrowed
Securities to be Released
Date of Final QT Exchange
Bulletin
25%
Date 6 months following Final
QT Exchange Bulletin
25%
Date 12 months following
Final QT Exchange Bulletin
25%
Date 18 months following
Final QT Exchange Bulletin
25%
TOTAL 100%
About Wolf Acquisition Corp.
Wolf is designated as a Capital Pool Company under Exchange Policy 2.4. Wolf has not commenced
commercial operations and has no assets other than cash. Wolf’s objective is to identify and evaluate
businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying
Transaction must be approved by the Exchange and, in the case of a Non -Arm’s Length Qualifying
Transaction, must also receive majority approval of the minority shareholders. Until the completion of a
Qualifying Transaction, Wolf will not carry on any business other than the identification and evaluation of
businesses or assets with a view to completing a proposed Qualifying Transaction.
For further information please contact:
Mack Hosseinian
Corporate Secretary
Telephone: +1 (647) 343-3819
CAUTIONARY NOTES
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward -looking information” within the meaning of applicable Canadian
securities legislation. Generally, forward-looking information can be identified by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such
words and phrases or state that certain acts, events or res ults “may”, “could”, “would”, “might” or “will be
taken”, “occur” or “be achieved”. Forward -looking information in this press release may include, without
limitation, statements with respect to the Meeting, the proposed changes arising from the New Policy, the
proposed amendments to the Company’s Escrow Agreement, and the terms, conditions and completion of the
Proposed Transaction . Forward-looking information is subje ct to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity, performance or achievements of Wolf, as
the case may be, to be materially different from those expressed or implied by such forward -looking
information. Although Wolf has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no assurance that such information 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 forward-looking information. Wolf does
not undertake to update any forward -looking information, except in accordance with applicable securities
laws.